October 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Louisiana Land and Exploration Company,
LL&E Capital I and LL&E Capital II
Registration Statement on Form S-3
(Commission File No. 333-16191)
Ladies and Gentlemen:
On behalf of The Louisiana Land and Exploration Company, a Maryland
corporation ("LL&E"), LL&E Capital I, a Delaware business trust and LL&E Capital
II, a Delaware business trust (collectively, the "Registrants"), and in
accordance with Rules 477 and 478 under the Securities Act of 1933, as amended,
we hereby apply for withdrawal of the Registrants' Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission on November 15, 1996.
The Registrants have not issued or sold any securities pursuant to the
Registration Statement and, in light of the merger of BR Acquisition
Corporation, a wholly owned subsidiary of Burlington Resources Inc., with and
into LL&E effective as of October 22, 1997, do not intend to do so in the
future.
Please issue an order granting withdrawal of the Registration Statement and
forward a copy of such order to the undersigned at (504) 566-6296. If you should
have any questions with regard to this application for withdrawal, please do not
hesitate to contact Ling Chow of Cahill Gordon & Reindel at (212) 701-3164, or
me at (504) 566-6366.
THE LOUISIANA LAND AND
EXPLORATION COMPANY
By: /s/ Frederick J. Plaeger, II
------------------------------------
Frederick J. Plaeger, II
Vice President,
General Counsel and
Corporate Secretary
<PAGE>
-2-
LL&E CAPITAL I, a Delaware
business trust
By: The Louisiana Land and
Exploration Company,
as Depositor
By: /s/ Louis A. Raspino, Jr.
--------------------------------
Name: Louis A. Raspino, Jr.
Title: Senior Vice President and Chief
Financial Officer
LL&E CAPITAL II, a Delaware
business trust
By: The Louisiana Land and
Exploration Company,
as Depositor
By: /s/ Louis A. Raspino, Jr.
--------------------------------
Name: Louis A. Raspino, Jr.
Title: Senior Vice President
and Chief Financial Officer
