LOUISIANA LAND & EXPLORATION CO
10-Q, 1994-11-10
CRUDE PETROLEUM & NATURAL GAS
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                             SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D. C.  20549

                                          FORM 10-Q

(Mark One)
  X           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                      For the quarterly period ended SEPTEMBER 30, 1994

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ............to............

                                Commission file number 1-959


                         THE LOUISIANA LAND AND EXPLORATION COMPANY
                    Exact name of registrant as specified in its charter



              MARYLAND                                   72-0244700
State or other jurisdiction of                  I.R.S. Employer
incorporation or organization                  Identification No.

909 POYDRAS STREET, NEW ORLEANS, LA.                       70112  
Address of principal executive offices                   Zip Code


 Registrant's telephone number, including area code 504-566-6500


                          NO CHANGE
     Former name, former address and former fiscal year, if 
                   changed since last report

       Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes    X  .  No       .

       Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

                                                     Outstanding at
          Class                                    October 31, 1994
CAPITAL STOCK, $.15 PAR VALUE                     33,374,877 SHARES

                                  (Total pages herein - 16)
                                                                  <PAGE>
<PAGE>
                         THE LOUISIANA LAND AND EXPLORATION COMPANY

                                            INDEX


                                                           Page
                                                           Number
_________________________________________________________________

PART  I.       FINANCIAL INFORMATION:

   Item 1.   Financial Statements:

         (The September 30, 1994 and 1993 consolidated financial
         statements included in this filing on Form 10-Q have been
         reviewed by KPMG Peat Marwick, independent auditors, in
         accordance with established professional standards and
         procedures for such a review.  The report of KPMG Peat
         Marwick commenting upon their review is included herein.)

         Consolidated Balance Sheets - September 30, 1994 and
               December 31, 1993.............................        3

         Consolidated Statements of Earnings (loss) - three 
               months and nine months ended September 30, 1994 
               and 1993......................................        4

         Consolidated Statements of Cash Flows - nine months
               ended September 30, 1994 and 1993.............       5

         Notes to Consolidated Financial Statements........      6-8

         Independent Accountants' Review Report............        9

   Item 2.   Management's Discussion and Analysis of 
                     Financial Condition and Results of 
                     Operations...............................    10-12

   Petroleum Segment Information.........................       13

   Operating Data........................................    14-15


Part II.       OTHER INFORMATION:

   Item 6.   Exhibits and Reports on Form 8-K............       16

<PAGE>
<PAGE>
<TABLE>
                               Part I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.


                         THE LOUISIANA LAND AND EXPLORATION COMPANY

                                 CONSOLIDATED BALANCE SHEETS
                                         (UNAUDITED)
<CAPTION>
                                    (Millions of dollars)

                                                                   September 30,      December 31,
ASSETS                                                                      1994              1993
_____________________________________________________________________________________
<S>                                                                    <C>                <C>
CURRENT ASSETS:
Cash, including cash equivalents (September 30,
  1994-$12.5; December 31, 1993-$15.5)                                 $    18.9              33.3
Accounts and notes receivable, principally trade                            99.0             109.7
Income taxes receivable                                                      4.9               5.2
Inventories                                                                 33.6              26.8
Prepaid expenses                                                             6.5              12.7
Deferred income taxes                                                          -               2.6
_____________________________________________________________________________________
TOTAL CURRENT ASSETS                                                       162.9             190.3
_____________________________________________________________________________________
Investments in affiliates                                                   23.8              23.5
Property, plant and equipment                                            2,984.2           2,946.5
Less accumulated depletion, depreciation and amortization               (1,430.0)         (1,385.5)
_____________________________________________________________________________________
NET PROPERTY, PLANT AND EQUIPMENT                                        1,554.2           1,561.0
_____________________________________________________________________________________
Other assets                                                                30.0              63.9
_____________________________________________________________________________________
                                                                       $ 1,770.9           1,838.7
_____________________________________________________________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
_____________________________________________________________________________________
CURRENT LIABILITIES:
Accounts payable and accrued expenses                                      153.8             170.9
Income taxes payable                                                         3.1               3.8
_____________________________________________________________________________________
TOTAL CURRENT LIABILITIES                                                  156.9             174.7
_____________________________________________________________________________________
Deferred income taxes                                                      145.4             151.2
Long-term debt                                                             733.5             734.5
Other liabilities                                                          158.9             178.5
_____________________________________________________________________________________
STOCKHOLDERS' EQUITY:
Capital stock                                                                5.7               5.7
Additional paid-in capital                                                  83.8              82.9
Retained earnings                                                          655.0             684.4
_____________________________________________________________________________________
                                                                           744.5             773.0
Loans to ESOP                                                               (6.0)             (8.8)
Cost of capital stock in treasury                                         (162.3)           (164.4)
_____________________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY                                                 576.2             599.8
_____________________________________________________________________________________
                                                                       $ 1,770.9           1,838.7
_____________________________________________________________________________________


See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                              CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
                                              (UNAUDITED)

                                   (Millions, except per share data)


<CAPTION>
                                                     Three months ended         Nine months ended
                                                        September 30,             September 30,
                                                      1994         1993         1994         1993
_____________________________________________________________________________________

<S>                                                 <C>             <C>        <C>            <C>
REVENUES:
Oil and gas                                         $105.1           86.6      313.8          258.9
Refined products                                      92.3          101.4      270.6          302.1
Gain on sale of oil and gas properties                  .2              -        6.8              -
Other                                                   .3            5.5        4.1           14.1
_____________________________________________________________________________________
                                                     197.9          193.5      595.3          575.1
_____________________________________________________________________________________
COSTS AND EXPENSES:
Lease operating and facility expenses                 28.6           26.3       86.3           76.7
Refinery cost of sales and operating 
 expenses                                             93.9          101.6      268.3          300.1
Dry holes and exploratory charges                     25.6           13.1       51.6           34.5
Depletion, depreciation and amortization              44.9           28.2      137.5           81.0
Taxes, other than on earnings                          6.1            6.3       18.9           19.0
General, administrative and other 
 expenses                                             10.7           10.6       31.5           31.2
Interest and debt expenses                             6.7            4.8       18.7           15.0
Reversal of litigation accrual                           -              -      (10.0)             -
_____________________________________________________________________________________
                                                     216.5          190.9      602.8          557.5
_____________________________________________________________________________________
Earnings (loss) before income taxes                  (18.6)           2.6       (7.5)          17.6
Income tax expense (benefit)                          (7.3)           4.4       (3.0)          11.1
_____________________________________________________________________________________
Earnings (loss) before cumulative effect of 
 changes in accounting principles                    (11.3)          (1.8)      (4.5)           6.5
Cumulative effect on years prior to 
 1993 of changes in accounting 
 principles                                              -              -          -             .2
_____________________________________________________________________________________
NET EARNINGS (LOSS)                                 $(11.3)          (1.8)      (4.5)           6.7
_____________________________________________________________________________________

Earnings (loss) per share before 
 cumulative effect of changes in 
 accounting principles                               (0.34)         (0.06)     (0.14)          0.22
Cumulative effect on years prior to 
 1993 of changes in accounting principles                -              -          -           0.01
_____________________________________________________________________________________
EARNINGS (LOSS) PER SHARE                           $(0.34)         (0.06)     (0.14)          0.23
_____________________________________________________________________________________

AVERAGE SHARES                                        33.4           28.9       33.4           28.7
_____________________________________________________________________________________

CASH DIVIDENDS PER SHARE                            $ 0.25           0.25       0.75           0.75
_____________________________________________________________________________________


See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)

                                         (Millions of dollars)


<CAPTION>
                                                                                Nine months ended
                                                                                  September 30,
                                                                                1994         1993
_____________________________________________________________________________________

<S>                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)                                                         $  (4.5)            6.7
Adjustments to reconcile to cash flows
 from operations:
   Gain on sale of oil and gas properties                                      (6.8)              -
   Changes in accounting principles                                               -             (.2)
   Depletion, depreciation and amortization                                   137.5            81.0
   Deferred income taxes                                                       (3.3)          (10.7)
   Dry holes and impairment charges                                            29.1            15.5
   Other                                                                        2.0            10.0
_____________________________________________________________________________________
                                                                              154.0           102.3
   Changes in operating assets and liabilities:
     Net (increase) decrease in receivables                                    20.7           (17.0)
     Net (increase) decrease in inventories                                    (8.5)            1.6
     Net (increase) decrease in prepaid items                                   6.8            (2.1)
     Net increase (decrease) in payables                                      (24.0)           15.0
     Other                                                                      1.6            10.1
_____________________________________________________________________________________
NET CASH FLOWS FROM OPERATING ACTIVITIES                                      150.6           109.9
_____________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of NERCO                                                              -          (359.1)
Capital expenditures                                                         (166.1)         (128.1)
Proceeds from asset sales                                                      14.9             1.6
Other                                                                         (19.9)          (33.9)
_____________________________________________________________________________________
NET CASH FLOWS FROM INVESTING ACTIVITIES                                     (171.1)         (519.5)
_____________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long-term debt                                                   152.0           471.0
Repayments of long-term debt                                                 (153.0)          (68.6)
Advances against cash surrender value                                          34.4               -
Dividends                                                                     (24.9)          (21.5)
Repayment of loans to ESOP                                                      2.8             2.2
Purchase of treasury stock                                                        -            (1.5)
Other                                                                          (5.2)           (3.1)
_____________________________________________________________________________________
NET CASH FLOWS FROM FINANCING ACTIVITIES                                        6.1           378.5
_____________________________________________________________________________________
DECREASE IN CASH AND CASH EQUIVALENTS                                       $ (14.4)          (31.1)
_____________________________________________________________________________________


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<PAGE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    In the opinion of the Company, the accompanying unaudited consolidated
      financial statements contain all adjustments (consisting only of
      normal recurring accruals) necessary to present fairly the financial
      position as of September 30, 1994, and the results of operations and
      cash flows for the three-month and nine-month periods ended September
      30, 1994 and 1993.  Certain amounts have been reclassified to conform
      with the current period's presentation.  

2.    On September 28, 1993, the Company completed the acquisition of all
      of the issued and outstanding common stock of NERCO Oil & Gas, Inc. 
      ("NERCO") for a cash purchase price of approximately $354 million. 
      The cost of the acquisition was allocated under the purchase method
      of accounting based on the fair value of the assets acquired and
      liabilities assumed.  

      The results of NERCO's operations were consolidated with the Company's
      effective October 1, 1993.  Pro forma combined results of operations
      of the Company and NERCO, including appropriate purchase accounting
      adjustments for the three-month and nine-month periods ending
      September 30, 1993 as though the acquisition had taken place on
      January 1, 1993, follows:  
<TABLE>
<CAPTION>
                                                              (Millions, except per share data)
                                                            Three months               Nine months
                                                                   ended                     ended
                                                           September 30,             September 30,
                                                                    1993                      1993
      _________________________________________________________________________________

      <S>                                                         <C>                        <C>
      Revenues                                                    $217.1                     666.8
      _________________________________________________________________________________
      Earnings (loss) before cumulative effect of changes 
       in accounting principle                                     (13.4)                     (6.5)
      Cumulative effect on years prior to 1993 of changes 
       in accounting principles                                        -                        .2
      _________________________________________________________________________________
      Net earnings (loss)                                         $(13.4)                     (6.3)
      _________________________________________________________________________________
      Earnings (loss) per share                                   $(0.40)                    (0.19)
      _________________________________________________________________________________
</TABLE>

3.    The Company adopted SFAS No. 106 - "Employers' Accounting for
      Postretirement Benefits Other Than Pensions", effective January 1,
      1993.  Upon adoption, the Company recorded a transition liability of
      $20.5 million as a one-time non-cash charge against earnings ($13.5
      million after income taxes; $0.47 per share) in the first quarter of
      1993.  

4.    The Company adopted SFAS No. 109 - "Accounting for Income Taxes",
      effective January 1, 1993.  Upon adoption, the Company recorded a non-
      cash credit to earnings of $13.7 million ($0.48 per share) in the
      first quarter of 1993, which represented the recognition of deferred
      tax assets existing at December 31, 1992.  

<PAGE>
<PAGE>
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.    With the enactment of the Budget Reconciliation Act of 1993, the
      federal statutory corporate income tax rate was increased from 34% to
      35% retroactive to January 1, 1993.  As a result, the Company
      increased its deferred income tax liabilities as of January 1, 1993
      with a charge to income tax expense of $3 million ($0.10 per share)
      during the quarter ended September 30, 1993.  The rate increase had
      an immaterial effect on income tax expense for the nine months ended
      September 30, 1993.  

6.    For the three months ended September 30, 1994 and 1993, interest costs
      incurred were $11.8 million and $9.3 million, respectively, of which
      $5.1 million and $4.5 million, respectively, were capitalized as part
      of the cost of property, plant and equipment.  For the nine months
      ended September 30, 1994 and 1993, interest costs incurred were $35.3
      million and $27.9 million, respectively, of which $16.6 million and
      $12.9 million, respectively, were capitalized as part of the cost of
      property, plant and equipment.  

7.    Earnings per share are calculated on the weighted average number of
      shares outstanding during each period for capital stock and, when
      dilutive, capital stock equivalents, which assumes exercise of stock
      options.  

8.    In accordance with Regulation S-X, Rule 3-09, the audited consolidated
      financial statements of the Company's 50%-owned affiliate, MaraLou
      Netherlands Partnership (MaraLou) and its wholly-owned consolidated
      subsidiary, CLAM Petroleum Company (CLAM), were filed with the
      Company's Annual Report on Form 10-K for the year ended December 31,
      1993.

      Accordingly, the following unaudited summarized consolidated income
      statement information for MaraLou and its consolidated subsidiary,
      CLAM, for the three-month and nine-month periods ended September 30,
      1994 and 1993 are presented in accordance with Regulation S-X, Rule
      10-01(b).

<TABLE>
<CAPTION>
                                                                    (Unaudited)              
                                                      Three months ended        Nine months ended
                                                         September 30,             September 30,
                                                       1994         1993          1994       1993
      ________________________________________________________________________________

      <S>                                             <C>             <C>         <C>          <C>
      Gross revenues                                  $12.9            5.1        44.1         43.5
      ________________________________________________________________________________
      Operating profit                                  2.5             .9        22.2         22.6
      ________________________________________________________________________________
      Earnings (loss) before cumulative effect  
        of change in accounting principle              (4.8)          (1.2)        2.9          7.5
      Cumulative effect on years prior to 
        1993 of change in accounting principle 
        for income taxes                                  -              -           -         (6.0)
      ________________________________________________________________________________
      Net earnings (loss)                             $(4.8)          (1.2)        2.9          1.5
      ________________________________________________________________________________
</TABLE>
<PAGE>
<PAGE>
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9.   As explained in Note 15 of "Notes to Consolidated Financial Statements"
     in the Company's 1993 Annual Report to Shareholders, the State of
     Louisiana had asserted claims against the Company in its capacity as
     sublessor to Texaco of certain State leases, based upon Texaco's
     alleged royalty miscalculations.  In February 1994, a settlement was
     agreed to by all parties under which the Company made a $5 million cash
     payment and agreed to a reduction of an immaterial amount of future
     payments to the Company by Texaco related to the Company's 8-1/3% net
     profits interest (for which the Company has no cost basis) on a limited
     number of the Company's Louisiana properties.  The amounts previously
     provided in the financial statements for this litigation exceeded the
     cash payment required by $10 million, which was reversed during the
     first quarter of 1994.  

     As also explained in Note 15, the Company has been notified by the U.S.
     Environmental Protection Agency that it is one of many Potentially
     Responsible Parties at three National Priorities List sites.  Based 
     on its evaluation of the potential total cleanup costs, its estimate
     of its potential exposure, and the viability of the other PRP's, the
     Company believes that any costs ultimately required to be borne by it
     at these sites will not have a material adverse effect on its results
     of operations, cash flow or financial position.  

     The Company is subject to other legal proceedings, claims and
     liabilities which arise in the ordinary course of its business.  In the
     opinion of Management, the amount of ultimate liability with respect
     to these actions will not have a material adverse effect on results of
     operations, cash flow or financial position of the Company.  


<PAGE>
<PAGE>
                                INDEPENDENT ACCOUNTANTS' REVIEW REPORT




The Board of Directors
The Louisiana Land and Exploration Company:

We have reviewed the consolidated balance sheet of The Louisiana Land and
Exploration Company and subsidiaries as of September 30, 1994, and the
related consolidated statements of earnings and cash flows for the three-
month and nine-month periods ended September 30, 1994 and 1993.  These
financial statements are the responsibility of the Company's management. 


We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion. 

Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Louisiana Land and
Exploration Company and subsidiaries as of December 31, 1993, and the
related consolidated statements of earnings (loss), stockholders' equity,
and cash flows for the year then ended (not presented herein); and in our
report dated February 9, 1994, we expressed an unqualified opinion on
those consolidated financial statements.  In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as of
December 31, 1993, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.




                                               /KPMG PEAT MARWICK LLP

                                               KPMG PEAT MARWICK LLP    


New Orleans, Louisiana
November 7, 1994


<PAGE>
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.


                                         REVIEW OF OPERATIONS

     Third quarter operations resulted in a pretax loss of $18.7 million in
1994, down from the $2.6 million pretax earnings reported in the
comparable 1993 quarter.  As a result, a $7.5 million pretax loss was
incurred during the first nine months of 1994, compared to the $17.6
pretax earnings reported in the 1993 period. Even though oil and gas
revenues were up significantly in both 1994 periods, the higher revenues
were not enough to offset the increased dry hole and exploratory charges,
higher depletion, depreciation and amortization (DD&A) charges and
operating losses from refining operations.  The 1994 loss also included
the Company's equity in the third quarter loss of its 50% owned affiliate,
CLAM Petroleum Company, which resulted from increases in exploration
charges and in CLAM's foreign income tax provision to adjust for exchange
rate fluctuations.  This adjustment reduced the Company's equity in CLAM's
net earnings by $2 million.  Partially offsetting the year-to-date loss
were  nonrecurring items relating to a $10 million pretax gain on the
reversal of a previously established provision for the settlement of the
Texaco litigation and a $6.8 million pretax gain on the sale of oil and
gas properties.  

     The Company's effective income tax rate exceeds the Federal statutory
rate of 35% primarily as a result of higher tax rates in foreign
jurisdictions.  


                                        OIL AND GAS OPERATIONS

     Revenues from the Company's oil and gas operations were up over $18
million from the third quarter of 1993. Liquids revenues were up almost
$16 million due to increased crude oil volumes ($11 million) and higher
worldwide crude oil prices ($5 million).  Natural gas revenues were up
almost $3 million as a result of higher domestic deliveries ($10 million),
which were partially offset by lower prices ($7 million).  

     In the first nine months of 1994, revenues from the Company's oil and
gas operations were up $55 million from the comparable 1993 period.
Natural gas revenues were up almost $43 million as a result of higher
domestic deliveries ($48 million), which were partially offset by lower
prices ($5 million).  Liquids revenues were up approximately $11 million
due to increased crude oil volumes ($30 million).  The higher crude oil
volumes more than offset the effect of lower worldwide crude oil prices
($18 million).  

     Crude oil volumes in the third quarter and first nine months of 1994
increased 6,700 and 6,000 barrels per day, respectively, from the 1993
periods due to higher domestic and North Sea volumes.  The increase in
domestic volumes was primarily due to the late-1993 acquisition of NERCO,
new wells coming onstream and increased production from domestic wells
that were shut-in for repairs and maintenance during the prior year
periods.  North Sea volumes were up due to the late-1993 T-Block
acquisition and new wells onstream at Brae Field.  These production
increases at domestic and North Sea properties were partially offset by
natural declines at mature producing properties.  Volumes from other
foreign operations were down primarily due to the sale of certain Canadian
properties in late 1993. <PAGE>
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.  (CONTINUED)


     The improvement in domestic natural gas deliveries, up approximately
50 million and 83 million cubic feet per day in the third quarter and
first nine months of 1994, respectively, was primarily due to the
acquisition of NERCO and new domestic wells coming onstream.  These
increases were partially offset by the effects of natural declines at
mature producing properties, and the sale of a limited number of domestic
properties and certain Canadian properties since the 1993 periods.  In
addition, domestic gas sales volumes began being voluntarily curtailed
late in the third quarter in response to low prices, the duration and
impact of which is not known at this time.  

     Costs and expenses increased during the third quarter and first nine
months of 1994. Lease operating and facility expenses were higher in both
periods primarily due to additional operating costs for properties
acquired since the comparable 1993 periods.  DD&A was up 59% and 70%,
respectively, from the comparable 1993 periods due primarily to DD&A on
properties and working interests acquired in late 1993.  These increases
were reduced somewhat by the lower DD&A resulting from the sale of certain
Canadian properties in late 1993.  Dry hole and exploratory charges were
up in 1994 due to the write-off of unsuccessful wells and higher domestic
seismic costs incurred.  General, administrative and other expenses
remained essentially unchanged from the 1993 periods.  Interest and debt
expenses increased due to the higher debt level incurred primarily in late
1993.  An increase of investments in qualifying projects resulted in
greater capitalized interest which partially offset the higher interest
expense.


                                          REFINING OPERATIONS

     Refining operations in the 1994 third quarter resulted in a $3 million
pretax operating loss.  A $1.9 million operating loss was reported in the
comparable 1993 quarter.  The revenue declines caused by lower sales
volumes ($13 million) along with higher operating costs more than offset
the favorable impact of lower crude oil feedstock costs ($10 million) and
higher product prices ($2 million).  

     Due to the third-quarter loss, refining operations for the first nine
months of 1994 resulted in a pretax operating loss of $0.9 million.  A
$2.9 million operating loss was reported in the comparable 1993 period. 
Lower revenues, due to declining product prices ($28 million) and lower
sales volumes ($2 million), along with higher operating costs more than
offset the favorable impact of lower crude oil feedstock costs ($33
million).  


<PAGE>
<PAGE>
                                    LIQUIDITY AND CAPITAL RESOURCES

     In the nine months of 1994, the Company generated approximately $150
million in cash from operations.  However, cash and equivalents were
reduced $14 million primarily as the result of expenditures for capital
projects ($166 million), expenditures associated with asset acquisitions
and dispositions ($10 million) and dividends paid ($25 million).  The
Company's cash position was supplemented with advances against cash
surrender values of life insurance policies ($34 million) and the proceeds
from assets sales ($15 million).

     The Company expects to fund fourth quarter expenditures, including
capital expenditures of approximately $70 million, primarily from
operating cash flows.  However, the Company expects to supplement its
working capital, from time-to-time, through its commercial paper program
and its existing revolving credit facility.  

     As explained in Note 8 of "Notes to Consolidated Financial Statements"
in the Company's 1993 Annual Report to Shareholders, the Company completed
the early retirement of the $133.5 million, 8.92% Term Loan (discounted
to yield 10.7%) due July 1994 utilizing the Revolving Credit Facility in
January 1994.  


NOTE:       The accompanying consolidated financial statements and notes
            thereto included in Item 1. of this Form 10-Q and the petroleum
            segment information and operating data following this Item 2. are
            an integral part of this discussion and analysis and should be
            read in conjunction herewith.

<PAGE>
<PAGE>
<TABLE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                                     PETROLEUM SEGMENT INFORMATION

                                         (Millions of dollars)

<CAPTION>
                                                      Three months ended        Nine months ended
                                                         September 30,             September 30,
                                                       1994         1993         1994        1993
_____________________________________________________________________________________

<S>                                                 <C>              <C>        <C>           <C>
Sales to unaffiliated customers:
  Domestic                                          $ 166.0          169.7      517.0         500.7
  North Sea                                            26.4            9.5       60.4          30.1
  Other foreign                                         5.2            8.8       13.8          30.2
_____________________________________________________________________________________
                                                      197.6          188.0      591.2         561.0
Interest and other income                                .3            5.5        4.1          14.1
_____________________________________________________________________________________
  Total revenues                                    $ 197.9          193.5      595.3         575.1
_____________________________________________________________________________________

Earnings (loss) before income taxes:
  Operating profit (loss):
    Domestic                                            6.3           19.1       46.7          65.0
    North Sea                                           4.3           (1.8)       4.0          (4.2)
    Other foreign                                     (10.4)          (2.7)     (16.8)         (5.1)
_____________________________________________________________________________________
                                                         .2           14.6       33.9          55.7
  Other income (expense), net                         (18.8)         (12.0)     (41.4)        (38.1)
_____________________________________________________________________________________
    Earnings (loss) before income taxes             $ (18.6)           2.6       (7.5)         17.6
_____________________________________________________________________________________

Capital expenditures:
  Exploration:
    Domestic                                           12.2           10.1       35.6          21.1
    North Sea                                            .8             .7        1.6           1.6 
    Other foreign                                       5.0            2.3       12.7           7.4
_____________________________________________________________________________________
                                                       18.0           13.1       49.9          30.1
_____________________________________________________________________________________

  Development:
    Domestic                                           25.6           18.4       62.3          39.7
    North Sea                                           4.3            4.7       13.8          28.3
    Other foreign                                       4.1             .4        9.4            .8
_____________________________________________________________________________________
                                                       34.0           23.5       85.5          68.8
_____________________________________________________________________________________
                                                       52.0           36.6      135.4          98.9
  Refining and marketing                                2.8            4.1        9.6          14.0
_____________________________________________________________________________________
                                                       54.8           40.7      145.0         112.9
  Capitalized interest                                  5.1            4.4       16.6          12.8
  Other                                                 1.2            1.0        2.5           2.4
_____________________________________________________________________________________
                                                    $  61.1           46.1      164.1         128.1
_____________________________________________________________________________________

</TABLE>
<PAGE>
<PAGE>
<TABLE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                                            OPERATING DATA

<CAPTION>
                                                     Three months ended         Nine months ended
                                                        September 30,             September 30,
                                                      1994         1993         1994         1993
_____________________________________________________________________________________

<S>                                                 <C>             <C>         <C>           <C>
OIL AND GAS OPERATIONS1
CRUDE AND CONDENSATE2
Production (thousands of barrels per day):
  Domestic                                            21.9           21.4       22.8           20.8
  North Sea                                           16.1            6.2       13.6            6.3
  Other foreign                                        2.9            6.6        3.5            6.8
_____________________________________________________________________________________
                                                      40.9           34.2       39.9           33.9
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                          $17.66          16.53      16.15          17.95
  North Sea                                          17.17          15.79      15.73          16.87
  Other foreign                                      15.94          13.84      12.42          15.07
  Consolidated                                       17.35          15.88      15.68          17.17
_____________________________________________________________________________________
PLANT PRODUCTS
Production (thousands of barrels per day):
  Domestic                                             2.6            2.3        2.4            2.4
  North Sea                                             .7             .5         .5             .4
_____________________________________________________________________________________
                                                       3.3            2.8        2.9            2.8
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                          $10.16          10.75       9.70          11.55
  North Sea                                          11.07          12.53      11.51          12.92
  Consolidated                                       10.35          11.05      10.00          11.74
_____________________________________________________________________________________
NATURAL GAS
Production (millions of cubic feet per day):
  Domestic                                           215.7          165.5      232.8          150.2
  North Sea                                            1.1             .2         .6             .2
  Other foreign                                        2.4            3.6        3.0            5.1
  CLAM Petroleum Company                              29.9           10.8       35.9           31.6
_____________________________________________________________________________________
                                                     249.1          180.1      272.3          187.1
_____________________________________________________________________________________
Average price received (per MCF):
  Domestic                                          $ 1.78           2.15       2.05           2.14
  North Sea                                           2.62           1.36       2.34           1.51
  Other foreign                                       1.87           1.24       1.79           1.28
  CLAM Petroleum Company                              2.25           2.93       2.19           2.51
  Consolidated                                        1.84           2.18       2.07           2.18
_____________________________________________________________________________________

1 Includes the Company's 50% equity interest in its unconsolidated affiliate, CLAM
  Petroleum Company.  
2 Before the elimination of intercompany transfers.
</TABLE>


<PAGE>
<PAGE>
<TABLE>
                             THE LOUISIANA LAND AND EXPLORATION COMPANY

                                     OPERATING DATA  (CONTINUED)

<CAPTION>
                                                      Three months ended        Nine months ended
                                                        September 30,              September 30,
                                                      1994          1993         1994        1993
_____________________________________________________________________________________

<S>                                                 <C>              <C>        <C>           <C>
REFINING OPERATIONS
Refining Operating Profit (Loss):
  Revenues:
    Refined products*                               $ 97.2           108.1      288.2         318.1
    Other                                               .5              .3        1.7           1.6
_____________________________________________________________________________________
                                                      97.7           108.4      289.9         319.7
_____________________________________________________________________________________
  Cost and expenses:
    Cost of sales*                                    88.6            99.1      256.4         289.8
    Operating expenses                                10.2             9.2       29.5          26.3
    Depreciation                                        .9             1.3        2.4           3.8
    Taxes, other than income                            .9              .7        2.5           2.7
_____________________________________________________________________________________
                                                     100.6           110.3      290.8         322.6
_____________________________________________________________________________________
                                                    $ (2.9)           (1.9)       (.9)         (2.9)
_____________________________________________________________________________________
*Before the elimination of intercompany 
  transfers to the Company's refinery               $  4.9             6.7       17.6          16.0
_____________________________________________________________________________________
Sales (thousands of barrels per day)                  50.3            57.1       53.3          53.6
_____________________________________________________________________________________
Average price received (per barrel)                 $21.04           20.57      19.82         21.75
_____________________________________________________________________________________

_____________________________________________________________________________________
GROSS WELLS DRILLED
Working Interest
Exploratory:
  Oil                                                    -               8          3            21
  Gas                                                    5               3         10             6
  Dry                                                    6               5         10            16
_____________________________________________________________________________________
                                                        11              16         23            43
_____________________________________________________________________________________
Development:
  Oil                                                    3               4          5             7
  Gas                                                    7               2         10             6
  Dry                                                    -               1          -             1
_____________________________________________________________________________________
                                                        10               7         15            14
_____________________________________________________________________________________
Total working interest                                  21              23         38            57
Royalty Interest                                         4               4         18            23
_____________________________________________________________________________________
Total wells                                             25              27         56            80
_____________________________________________________________________________________
NET WELLS DRILLED
Exploratory:
  Oil                                                    -             5.0         .9          10.7
  Gas                                                  1.9             1.2        4.9           2.6
  Dry                                                  4.3             2.7        6.4           7.8
_____________________________________________________________________________________
                                                       6.2             8.9       12.2          21.1
_____________________________________________________________________________________
Development:
  Oil                                                   .2             1.0         .7           1.8
  Gas                                                  2.0              .3        2.6           1.0
  Dry                                                    -              .3          -            .3
_____________________________________________________________________________________
                                                       2.2             1.6        3.3           3.1
_____________________________________________________________________________________
Total net wells                                        8.4            10.5       15.5          24.2
_____________________________________________________________________________________
</TABLE>
<PAGE>
<PAGE>


                                     PART II.  OTHER INFORMATION



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

     (a)    Exhibits:

            Exhibit 27  -        Financial Data Schedule

     (b)    Reports on Form 8-K:

            NONE


                                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




                                 THE LOUISIANA LAND AND EXPLORATION COMPANY
                                               (REGISTRANT)




                          By:           /s/ Jerry D. Carlisle
                                 ___________________________________________
                                        JERRY D. CARLISLE
                                        VICE PRESIDENT AND CONTROLLER
                                        (PRINCIPAL ACCOUNTING OFFICER)


Dated:  November 9, 1994




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF EARNINGS (LOSS) OF THE
LOUISIANA LAND AND EXPLORATION COMPANY AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                          18,900
<SECURITIES>                                         0
<RECEIVABLES>                                  103,900
<ALLOWANCES>                                         0
<INVENTORY>                                     33,600
<CURRENT-ASSETS>                               162,900
<PP&E>                                       2,984,200
<DEPRECIATION>                               1,430,000
<TOTAL-ASSETS>                               1,770,900
<CURRENT-LIABILITIES>                          156,900
<BONDS>                                        733,500
<COMMON>                                         5,700
                                0
                                          0
<OTHER-SE>                                     570,500
<TOTAL-LIABILITY-AND-EQUITY>                 1,770,900
<SALES>                                        591,200
<TOTAL-REVENUES>                               595,300
<CGS>                                                0
<TOTAL-COSTS>                                  562,600
<OTHER-EXPENSES>                                21,500
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              18,700
<INCOME-PRETAX>                                (7,500)
<INCOME-TAX>                                   (3,000)
<INCOME-CONTINUING>                            (4,500)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (4,500)
<EPS-PRIMARY>                                    (.14)
<EPS-DILUTED>                                    (.14)
        

</TABLE>


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