BURLINGTON RESOURCES INC, 10-K, 1994-02-14

BURLINGTON RESOURCES INC
10-K, 1994-02-14
CRUDE PETROLEUM & NATURAL GAS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

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

COMMISSION FILE NUMBER 1-9971

BURLINGTON RESOURCES INC.
5051 WESTHEIMER, HOUSTON, TEXAS 77056
TELEPHONE: (713) 831-1600

<TABLE>
<S> <C>
INCORPORATED IN THE STATE OF DELAWARE EMPLOYER IDENTIFICATION NO. 91-1413284
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
PREFERRED STOCK PURCHASE RIGHTS

THE ABOVE SECURITIES ARE REGISTERED ON THE NEW YORK STOCK EXCHANGE.

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

State the aggregate market value of the voting stock held by non-affiliates
of the registrant: Common Stock aggregate market value as of December 31,
1993: $5,495,337,423.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. Class: Common Stock,
par value $.01 per share, on December 31, 1993, Shares Outstanding: 129,683,479.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated:

Burlington Resources Inc. definitive proxy statement, to be filed not later
than 120 days after the end of the fiscal year covered by this report, is
incorporated by reference into Part III.
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BURLINGTON RESOURCES INC.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I
Items One and Two
Business and Properties......................................................... 1
Employees....................................................................... 8
Item Three
Legal Proceedings............................................................... 8
Item Four
Submission of Matters to a Vote of Security Holders............................. 8
Executive Officers of the Registrant............................................ 9
PART II
Item Five
Market for Registrant's Common Equity and Related Stockholder Matters........... 10
Item Six
Selected Financial Data......................................................... 10
Item Seven
Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 11
Item Eight
Financial Statements and Supplementary Financial Information.................... 14
Item Nine
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................... 30
PART III
Items Ten and Eleven
Directors and Executive Officers of the Registrant and Executive Compensation... 30
Item Twelve
Security Ownership of Certain Beneficial Owners and Management.................. 30
Item Thirteen
Certain Relationships and Related Transactions.................................. 30
PART IV
Item Fourteen
Exhibits, Financial Statement Schedules and Reports on Form 8-K................. 31
</TABLE>
<PAGE> 3

PART I

ITEMS ONE AND TWO

BUSINESS AND PROPERTIES

Burlington Resources Inc. ("BR") is a holding company engaged, through its
principal subsidiary, Meridian Oil Holding Inc. and its subsidiaries (together
the "Company"), in the exploration, development and production of oil and gas,
and related marketing activities, which include aggregation and resale of third
party oil and gas. The Company also owns and operates natural gas gathering
systems, intrastate natural gas pipelines and has an interest in a crude oil
pipeline. The Company is the largest independent (nonintegrated) oil and gas
company in the United States in terms of total domestic proved equivalent
reserves which were estimated at 6.2 TCFE at December 31, 1993. BR was formed in
1988 to function as a holding company for Burlington Northern Inc.'s ("BNI")
natural resource operations. In July 1988, BR completed an initial public
offering of 13 percent of its common stock and on December 31, 1988, BNI
distributed its remaining 87 percent interest in the Company's common stock to
the holders of BNI common stock.

In March 1992, BR's then wholly owned subsidiary, El Paso Natural Gas
Company ("EPNG"), completed an initial public offering of approximately 15
percent of its common stock. On June 30, 1992, BR distributed its remaining 85
percent interest in EPNG common stock to its stockholders of record as of June
15, 1992.

Since its inception, the Company has been selling its nonstrategic real
estate, minerals and forest products assets and reinvesting the net proceeds in
domestic oil and gas reserves and in the repurchase of its common stock. The
Company has completed the sale of virtually all of its nonstrategic assets as of
December 31, 1993. Since 1988, proceeds from such sales total approximately $1.4
billion.

For definitions of certain oil and gas terms used herein, see "Certain
Definitions" on page 7.

GENERAL INFORMATION

The Company's strategy is to continue building stockholder value through
the growth and development of its asset base. The Company increases production,
reserves, earnings and cash flow through opportunistic acquisitions,
exploitation of properties with high potential and application of advanced
technologies.

The Company is engaged in oil and gas operations located principally in the
San Juan Basin, the Permian Basin, the Williston Basin, the Gulf Coast Basin,
the Anadarko Basin and the Black Warrior Basin. Virtually all of the Company's
oil and gas production is from onshore properties located in the United States.
Following is a description of the Company's major areas of activity.

SAN JUAN BASIN. The San Juan Basin is the Company's most prolific
operating area in terms of reserves and production. The San Juan Basin, located
in northwest New Mexico and southwest Colorado, encompasses nearly 7,500 square
miles, or approximately 4.8 million acres, with the major portion located in the
New Mexico counties of Rio Arriba and San Juan. The Company is the largest
private holder of productive acreage in this area with over one million net
acres under its control, has an interest in approximately 10,800 wells and
currently operates approximately 7,000 of these wells. Approximately 4 TCFE, or
64 percent of the Company reserves, are located in this basin. The Company's
daily net gas production at year end 1993 in this basin exceeded 600 MMCF per
day, representing approximately 65 percent of the Company's total daily gas
production at year end 1993.

The four significant gas producing horizons in the San Juan Basin, which
range in depth from approximately 1,000 feet to 8,500 feet, are the Fruitland
Coal, the Pictured Cliffs, the Mesaverde and the Dakota. The Pictured Cliffs,
Mesaverde and Dakota are sandstone formations while the Fruitland Coal produces
gas which is adsorbed to the surface of coal seams. The Company has been an
industry leader in the development of the Fruitland Coal formation which was
proven commercial in a pilot program initiated in 1986. The Company participated
in 92 coal seam gas wells completed in 1993 at a

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net cost of approximately $17 million. The Company's net coal seam gas
production was over 300 MMCF per day at year end 1993.

In order to manage production more effectively and improve recovery of
reserves, the Company owns and operates the Val Verde plant and gathering system
which includes approximately 400 miles of gathering lines, seven compressor
stations and a processing plant to gather and process coal seam gas in the San
Juan Basin. The Company expended over $27 million for the continued expansion of
the Val Verde system during 1993. The 1993 expenditures increased processing
capacity at the Val Verde plant by 110 MMCF per day bringing the total
processing capacity of coal seam gas to 780 MMCF per day. The Company also owns
and operates a fractionation plant located in McKinley County, New Mexico.

PERMIAN BASIN. The Company is an active operator in the Permian Basin,
which includes essentially all of west Texas and southeast New Mexico and
encompasses approximately 68,000 square miles. The Company's reserve base in the
Permian Basin has more than doubled since 1988 from internal development
projects and through the acquisition of producing properties. The Company has an
interest in over 12,000 Permian Basin wells and operates over 3,000 of those
wells resulting in a daily net production at year end 1993 of approximately 15
MBbls of oil per day and 128 MMCF of gas per day.

The most productive structural feature in the Permian Basin is the Central
Basin Platform in which the Company owns over 158,000 net acres of mineral
interests. This area is about 170 miles long and 50 miles wide trending
northwest from west Texas to southeast New Mexico. Over 20 different formations,
ranging in depth from 2,000 feet to over 12,000 feet, produce oil and gas on the
Central Basin Platform. The Waddell Ranch, located 40 miles west of Midland,
Texas, is the largest consolidated block of acreage in this basin in which the
Company has an interest. During 1993, the Company acquired a 59 percent interest
in the Permian Basin Royalty Trust. The Company estimates approximately 80
percent of the reserves attributable to the Permian Basin Royalty Trust are
located on the Waddell Ranch.

The Val Verde Basin is a 7,000 square mile sub basin of the Permian Basin
located about 125 miles southeast of Midland, Texas. The Company has utilized
advanced reservoir stimulation technology which primarily consists of modern
hydraulic fracturing techniques in the Canyon Sand trend of this basin. During
1993, the Company participated in 31 wells at a net cost of approximately $9
million. As of year end, the Company operated over 440 wells in the Canyon Sand
trend with net gas production of approximately 40 MMCF per day.

Another producing area in the Permian Basin is the Delaware Sand trend
located in southeast New Mexico covering approximately 2,300 square miles. The
Company owns approximately 63,000 net acres within this trend. Wells in this
trend typically produce from multiple horizons and the area is prospective for
both oil and gas. Productive zones range in depth from 3,000 feet to 22,000
feet. The Company's 1993 activity focused on the development of oil from the
Delaware Sand trend at a depth of approximately 8,500 feet. The Company
participated in 15 Delaware Sand wells drilled in 1993 at a net cost of
approximately $9 million.

The application of three dimensional ("3D") seismic technology has become
an effective exploitation tool in the Permian Basin due to the complex geologic
nature of this area. The Company foresees continued opportunities in this mature
hydrocarbon province and is currently obtaining a considerable volume of new 3D
seismic data to help exploit the many oil and gas formations and reservoirs in
the Permian Basin.

WILLISTON BASIN. The Williston Basin encompasses approximately 225,000
square miles in western North Dakota, northwest South Dakota, northeast Montana
and Saskatchewan Province, Canada. The Williston Basin has 18 producing horizons
ranging in depth from 4,500 feet to over 15,000 feet. The Company controls over
3.7 million net acres, primarily in the U.S. portion of the basin, through both
mineral and leasehold interests.

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The Company's primary area of activity in the Williston Basin over the past
several years has been the development of the Bakken Shale trend in North Dakota
through horizontal drilling technology. During 1993, the Company participated in
the completion of 21 horizontal wells in the Bakken Shale trend at a net cost of
approximately $18 million. As of year end 1993, production in the Williston
Basin was approximately 11 Mbls per day. Approximately 35 percent of this
production is attributable to Bakken Shale wells drilled horizontally.

GULF COAST BASIN. The Gulf Coast Basin includes offshore and onshore oil
and gas deposits along virtually all of the states bordering the Gulf of Mexico.
The area encompasses about 250,000 square miles and is one of the most heavily
explored oil and gas basins in the world. The complex geologic conditions and
multiple prospective oil and gas formations, encountered as deep as 25,000 feet,
make this an attractive area for the application of advanced technologies such
as 3D seismic, computerized modeling and horizontal drilling.

The Company's activities in the Gulf Coast Basin are primarily onshore and
are concentrated in the Luling and Darst Creek Fields and the West Ranch area
located in south Texas. The Company has been actively applying horizontal
drilling technology in the Edwards formation of the Luling and Darst Creek
Fields to enhance production from this mature area. During 1993, 15 horizontal
wells were drilled in these fields at a net cost of approximately $6 million. As
of year end 1993, the Luling and Darst Creek Fields were producing approximately
3 MBbls per day. Approximately 47 percent of this production is attributable to
horizontal wells drilled since these properties were acquired in 1989.

ANADARKO BASIN. The Anadarko Basin, located in the western portion of
Oklahoma, the Texas panhandle and southwestern Kansas, encompasses over 30,000
square miles and contains some of the deepest producing formations in the world.
The basin produces oil and gas from multiple zones ranging in depth from less
than 1,000 feet to over 26,000 feet. The Company has over 460,000 net acres in
this primarily gas producing basin with the majority located in western
Oklahoma. As of year end 1993, the Company operated approximately 820 wells in
this basin and total daily net gas production was over 123 MMCF per day. The
Company has been concentrating its Anadarko Basin activity in the Elk City Field
and the Strong City Field. The primary producing horizons in these fields are
the Red Fork, Cherokee and Prue formations. During 1993, the Company
participated in the drilling of 45 wells to these formations at a net cost of
approximately $15 million.

BLACK WARRIOR BASIN. The Black Warrior Basin covers approximately 35,000
square miles extending across northwest Alabama and northeast Mississippi. The
basin produces from both conventional and coal seam gas formations. The
Company's recent operations are primarily concentrated on developing coal seam
gas reserves. The Company has over 180,000 net acres in the coal seam gas play
near Tuscaloosa, Alabama and currently has approximately 14,000 net acres
developed with 85 wells producing over 10 MMCF per day net at year end 1993.
During 1993, the Company participated in 40 coal seam wells in the Black Warrior
Basin at a net cost of approximately $21 million. The Company owns and operates
approximately 75 miles of gas gathering systems in the Black Warrior Basin.

SECTION 29 TAX CREDITS

A number of formations located within the Company's producing areas have
wells that may qualify for tax credits under Section 29 of the Internal Revenue
Code of 1954, as amended ("IRC"). IRC Section 29 provides for a tax credit from
non-conventional fuel sources such as oil produced from shale and tar sands and
natural gas produced from geopressured brine, Devonian shale, coal seams, or
tight sands formations. The Company estimates that the tax credit rate will
range from $0.52 to $0.99 per million British Thermal Unit depending on fuel
source and generated approximately $75 million of tax credits in 1993.

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CAPITAL EXPENDITURES AND MAJOR PROJECTS

The Company's capital expenditures were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1993 1992 1991
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Oil and Gas Activities........................... $501,191 $253,658 $434,740
Plants and Pipelines............................. 33,327 49,423 55,476
Administrative................................... 18,866 12,366 9,940
-------- -------- --------
Total.................................. $553,384 $315,447 $500,156
-------- -------- --------
-------- -------- --------
</TABLE>

Capital expenditures for oil and gas activities in 1993 of $501 million
include 54 percent for proved property acquisitions, 40 percent for
developmental drilling and 6 percent for exploration. Capital expenditures for
oil and gas activities include exploration costs expensed under the successful
efforts method of accounting and capitalized interest.

Drilling Activity

Drilling activity in 1993 was principally in the San Juan, Permian,
Williston, Gulf Coast, Anadarko and Black Warrior basins.

The following table sets forth the Company's net productive and dry wells.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
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Productive wells:
Exploratory.............................. 7.2 5.6 11.5
Development.............................. 243.7 107.3 179.5
------ ------ ------
250.9 112.9 191.0
------ ------ ------
Dry wells:
Exploratory.............................. 9.0 9.9 4.6
Development.............................. 11.6 8.1 17.9
------ ------ ------
20.6 18.0 22.5
------ ------ ------
Total net wells.................. 271.5 130.9 213.5
------ ------ ------
------ ------ ------
</TABLE>

As of December 31, 1993, 13 gross wells, representing approximately 9.5 net
wells, were being drilled.

Acquisitions

As a component of its overall growth strategy, the Company continued to
make acquisitions of producing properties during 1993. A total of 411 BCFE of
oil and gas reserves was acquired by the Company at a cost of approximately $270
million. Approximately 60 percent and 30 percent of the reserves acquired during
the year were in the San Juan and Permian basins, respectively. Year end 1993
production associated with the properties acquired was approximately 45 MMCF of
gas per day and 4 MBbls of oil per day.

The Company focuses its acquisition activity in areas where it has
production in order to maximize the efficiencies gained in combining operations
or in new areas where the Company can transfer its technological expertise or
take advantage of premium markets. In addition, the Company uses a selective
acquisition process that emphasizes the purchase of both proved reserves as well
as properties having upside potential that can be exploited by the utilization
of both conventional and advanced technologies.

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PRODUCTIVE WELLS, DEVELOPED AND UNDEVELOPED ACREAGE

Working interests in productive wells, developed acreage and undeveloped
leasehold acreage at December 31, 1993 were as follows:

<TABLE>
<CAPTION>
PRODUCTIVE WELLS
- --------------------------------------
OIL GAS DEVELOPED ACRES UNDEVELOPED ACRES
- ----------------- ----------------- ------------------------ ------------------------
GROSS NET GROSS NET GROSS NET GROSS NET
- ------- ------ ------- ------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
16,614 4,305 15,117 8,453 5,908,000 3,073,000 2,884,000 1,779,000
</TABLE>

Included in the productive wells data are 1,121 multiple completions.
Excluded from the acreage data are approximately 7 million undeveloped acres of
Company-owned oil and gas mineral rights, of which approximately 3 to 4 million
acres are considered to have potential for oil and gas exploration.

OIL AND GAS PRODUCTION, PRICES AND PRODUCTION COSTS

The Company's average daily production, which represents its net ownership
after deduction of all royalty interests held by others but includes royalty
interests and net profits interests owned by the Company, was as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Production:
Gas (MMCF per day)................................. 920 818 710
Oil (MBbls per day)................................ 41.9 40.6 36.1
Average sales prices:
Gas per MCF........................................ $ 1.72 $ 1.49 $ 1.35
Oil per barrel..................................... 16.69 18.82 20.13
Average production costs per MCFE.................... 0.56 0.55 0.57
Depreciation, depletion and amortization rates per
MCFE............................................... 0.58 0.58 0.59
</TABLE>

In 1993, 1992 and 1991, approximately 69 percent, 70 percent and 62
percent, respectively, of the Company's gas production was transported to direct
sale customers through EPNG's pipeline facilities. These transportation
arrangements are pursuant to EPNG's approved Federal Energy Regulatory
Commission ("FERC") tariffs applicable to all shippers. The Company expects to
transport a substantial portion of its future gas production through EPNG's
pipeline system.

RESERVES

The following table sets forth estimates by the Company's petroleum
engineers of proved oil and gas reserves at December 31, 1993. These reserves
have been reduced for royalty interests owned by others.

<TABLE>
<CAPTION>
GAS OIL TOTAL
(BCF) (MMBBLS) (BCFE)
------ -------- ------
<S> <C> <C> <C>
Proved Developed Reserves................... 4,381 149.8 5,280
Proved Undeveloped Reserves................. 840 18.4 950
------ -------- ------
Total Proved Reserves............. 5,221 168.2 6,230
------ -------- ------
------ -------- ------
</TABLE>

For further information on reserves, including information on future net
cash flows and the standardized measure of discounted future net cash flows, see
"Financial Statements and Supplementary Financial Information--Supplemental Oil
and Gas Disclosures."

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INTRASTATE PIPELINES AND NGL

The Company owns and operates two intrastate natural gas pipeline systems
in west Texas totaling 426 miles and seven gathering systems in several states.
Natural gas is sold from the Company's intrastate systems to industrial
customers, electric and gas utilities, and other intrastate pipeline companies.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1993 1992 1991
---- ----- ----
<S> <C> <C> <C>
(BCF)
Annual intrastate natural gas throughput:
Sales:
Company owned production................ 19 25 21
Third party production.................. 41 45 44
Third party gas transportation and
gathering............................... 319 255 196
---- ----- ----
Total.............................. 379 325 261
---- ----- ----
---- ----- ----
</TABLE>

The Company is engaged in the fractionation, transportation and marketing
of NGL which are sold to a variety of distributors, refiners and petrochemical
users. NGL sales were 14.9 MMBbls, 14.5 MMBbls and 15.7 MMBbls, for the years
ended December 31, 1993, 1992 and 1991, respectively.

OTHER MATTERS

Competition. The Company actively competes for reserve acquisitions and
exploration leases and sales of natural gas, frequently against companies with
substantially larger financial and other resources. In its NGL business, the
Company competes with numerous companies for gas purchasing and processing
contracts and for gas liquids, natural gas and crude oil at several steps in the
distribution chain. Competitive factors in the Company's business include price,
contract terms, quality of service, pipeline access, transportation discounts
and distribution efficiencies.

Regulation of Oil and Gas Production, Sales and Transportation. Numerous
departments and agencies, both federal and state, have issued rules and
regulations governing the oil and gas industry and its individual members,
compliance with which is often difficult and costly and some of which carry
substantial noncompliance penalties. State statutes and regulations require
permits for drilling operations, drilling bonds and reports concerning
operations. Most states in which the Company operates also have statutes and
regulations governing conservation matters, including the unitization or pooling
of oil and gas properties and the establishment of maximum rates of production
from oil and gas wells. Many states also restrict production to the market
demand for oil and gas. Such statutes and regulations may limit the rate at
which oil and gas could otherwise be produced from the Company's properties.

The Company operates a number of intrastate natural gas pipelines,
gathering systems and NGL pipelines. The United States Department of
Transportation regulates, under various enabling statutes, the safety aspects of
the transportation and storage activities of these pipeline facilities by
prescribing safety and operating standards.

The transportation of natural gas in interstate commerce is regulated by
the FERC pursuant to the Natural Gas Act of 1938. All of the Company's sales of
natural gas are "deregulated".

The FERC has adopted wide-ranging pipeline regulations promulgated under a
rulemaking, the Order No. 636 series. These regulations are intended by the FERC
to fundamentally restructure the interstate pipeline industry, and, as a result,
they will have a significant impact on the transportation, marketing and,
consequently, pricing of natural gas. These regulations are currently being
implemented on individual pipelines and are subject to many court challenges.

Notably, these new regulations implement, on an industry-wide basis,
"straight fixed-variable" rate design, thus increasing all pipelines' demand
charges for firm transportation service. The straight fixed-variable rate design
methodology allows all of a pipeline's fixed costs, including an equity return
and related income taxes, to be eligible for demand or reservation charge
collection. The regulations permit firm shippers the opportunity to mitigate
demand charge impacts by relinquishing to others, on

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either a permanent or temporary basis, their firm transportation entitlements at
times when these firm shippers do not need some or all of their capacity for
their own use. In addition, these regulations also permit the interstate
pipeline companies, or their marketing affiliates, to sell gas in interstate
commerce substantially free from regulation, thereby increasing the competition
for gas purchasers. These regulations also allow interstate pipeline companies
to collect from their customers certain significant transition costs via (i)
direct billings or (ii) demand and/or usage surcharges on their transportation
rates.

The Company currently holds firm and interruptible transportation capacity
rights on EPNG's pipeline system, as well as the systems of other interstate and
intrastate pipelines including EPNG's wholly owned subsidiary Mojave Pipeline
Company. The contracts providing firm transportation services to the Company
require the payment of substantial transportation demand charges. These demand
charges are paid monthly by the Company regardless of the level of utilization
thereunder. The Company paid $48 million of demand charges in 1993 under
transportation agreements with terms ranging from 1 to 13 years. While the
Company expects higher charges on these pipelines as a result of the
implementation of straight fixed-variable rate design, overall, the Company does
not expect a materially adverse effect from the Order 636 series of regulations
on the consolidated financial position or results of operations of the Company.

Environmental Regulation. Various federal, state and local laws and
regulations covering the discharge of materials into the environment, or
otherwise relating to the protection of the environment, may affect the
Company's operations and costs as a result of their effect on oil and gas
exploration, development and production operations. The Company believes it is
in substantial compliance with applicable environmental laws and regulations.
The Company does not anticipate that it will be required under environmental
laws and regulations to expend amounts that will have a materially adverse
effect on the consolidated financial position or results of operations of the
Company.

Offshore oil and gas operations are subject to regulations of the U.S.
Department of the Interior which currently imposes absolute liability upon the
lessee under a federal lease for the cost of pollution cleanup resulting from
the lessee's operations, and could subject the lessee to possible liability for
pollution damages. In the event of a serious incident of pollution, the U.S.
Department of the Interior may require a lessee under a federal lease to suspend
or cease operations in the affected area. The Company has no substantial
offshore activity.

Filings of Reserve Estimates With Other Agencies. During 1993, the Company
filed estimates of oil and gas reserves for the year 1992 with the Department of
Energy. These estimates were not materially different from the reserve data
presented herein.

CERTAIN DEFINITIONS

Gas volumes are stated at the legal pressure base of the state or area
in which the reserves are located and at 60 degrees Fahrenheit. As used in this
Form 10-K, "MCF" means thousand cubic feet, "MMCF" means million cubic feet,
"BCF" means billion cubic feet, "MBbls" means thousands of barrels, "MMBbls"
means millions of barrels, "MCFE" means thousand cubic feet of gas equivalent,
"BCFE" means billion cubic feet of gas equivalent and "TCFE" means trillion
cubic feet of gas equivalent. Oil is converted into cubic feet of gas
equivalent based on 6 MCF of gas to one barrel of oil. "NGL" means natural gas
liquids. Proved reserves represent estimated quantities of oil and gas which
geological and engineering data demonstrate with reasonable certainty can be
recovered in future years from known reservoirs under existing economic and
operating conditions. Reservoirs are considered proved if shown to be
economically producible by either actual production or conclusive formation
tests. Reserves which require the use of improved recovery techniques for
production are included in proved reserves if supported by a successful pilot
project or the operation of an installed program. Proved developed reserves are
the portion of proved reserves which can be expected to be recovered through
existing wells with existing equipment and operating methods. Proved
undeveloped reserves are the portion of proved reserves which can be expected
to be recovered from new wells on undrilled

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<PAGE> 10

proved acreage, or from existing wells where a relatively major expenditure is
required for completion. With respect to information on working interests in
acreage and wells, "net" acreage and "net" oil and gas wells are obtained by
multiplying "gross" acreage and "gross" oil and gas wells by the Company's
working interest percentage in the properties.

EMPLOYEES

The Company had 1,729 and 1,705 employees at December 31, 1993 and 1992,
respectively.

ITEM THREE
LEGAL PROCEEDINGS

The Company and its subsidiaries are named defendants in numerous lawsuits
and named parties in numerous governmental proceedings arising in the ordinary
course of business. While the outcome of lawsuits or other proceedings cannot be
predicted with certainty, management expects these matters will not have a
materially adverse effect on the consolidated financial position or results of
operations of the Company.

ITEM FOUR

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 1993 no matters were submitted to a vote of
security holders.

The Company has prepared a report addressing its environmental compliance
policies and practices. To secure a copy of the report, write Corporate
Secretary, Burlington Resources Inc., 5051 Westheimer, Suite 1400, P.O. Box
4239, Houston, Texas 77056.

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EXECUTIVE OFFICERS OF THE REGISTRANT

THOMAS H. O'LEARY, 59
Chairman of the Board, President and Chief Executive Officer
Burlington Resources Inc.
February 1993 to Present

Chairman of the Board and Chief Executive Officer, July 1992 to February
1993; Chairman of the Board, President and Chief Executive Officer, October 1990
to July 1992; President and Chief Executive Officer, January 1989 to October
1990. Mr. O'Leary has been a director of Burlington Resources Inc. since 1988.

GEORGE E. HOWISON, 49
Senior Vice President and Chief Financial Officer
Burlington Resources Inc.
November 1990 to Present

President and Chief Executive Officer
Meridian Oil Inc.
May 1993 to Present

Vice President, Planning and Treasurer, Burlington Resources Inc., August
1988 to October 1990.

GERALD J. SCHISSLER, 49
Senior Vice President, Law
Burlington Resources Inc.
December, 1993 to Present

Executive Vice President, Law and Corporate
Affairs
Meridian Oil Inc.
July 1993 to Present

Consultant, June 1991 to July 1993; Senior Vice President, Law, Meridian
Minerals Company, a subsidiary of Burlington Resources Inc., November 1987 to
June 1991.

JOHN E. HAGALE, 37
Executive Vice President and Chief Financial Officer
Meridian Oil Inc.
March 1993 to Present

Vice President, Finance, Burlington Resources Inc., March 1992 to February
1993; Vice President, Taxes, Burlington Resources Inc., December 1990 to March
1992; Assistant Vice President, Taxes, Burlington Resources Inc., January 1989
to November 1990.

HAROLD E. HAUNSCHILD, 43
Vice President, Human Resources
Burlington Resources Inc.
July 1992 to Present

Executive Vice President, Human Resources and Administration
Meridian Oil Inc.
May 1993 to Present

Assistant Vice President, Compensation and Benefits, Burlington Resources
Inc., May 1988 to July 1992.

L. EDWARD PARKER, 47
Executive Vice President, Marketing
Meridian Oil Inc.
February 1993 to Present

Senior Vice President, Marketing, Meridian Oil Inc., December 1990 to
February 1993; Vice President, Marketing, Meridian Oil Inc., August 1988 to
November 1990.

BOBBY S. SHACKOULS, 43
Executive Vice President and Chief Operating Officer
Meridian Oil Inc.
June 1993 to Present

President and Chief Operating Officer, Torch Energy Advisors, Inc., July
1991 to June 1993; Executive Vice President, Torch Energy Advisors, Inc.,
September 1988 to June 1991.

9
<PAGE> 12

PART II

ITEM FIVE

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Company's common stock is traded on the New York Stock Exchange under
the symbol "BR." At December 31, 1993, the number of common stockholders was
26,976.

Information on common stock prices and quarterly dividends is shown on page
29.

ITEM SIX

SELECTED FINANCIAL DATA

The selected financial data for the Company set forth below for the five
years ended December 31, 1993 should be read in conjunction with the
Consolidated Financial Statements.

<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
CONTINUING OPERATIONS FOR THE YEAR ENDED:
Revenues.................................... $1,249 $1,141 $1,036 $1,025 $ 797
Operating Income............................ 256 240 177 216 90
Income from Continuing Operations........... 255 190 100 124 77
Earnings per Common Share(a)................ 1.95 1.44 0.75 0.87 0.52
Cash Dividends Declared per Common
Share(b)................................. 0.55 0.60 0.70 0.70 0.61
AT YEAR END:
Total Assets(c)............................. $4,448 $4,470 $5,480 $5,250 $4,625
Long-term Debt.............................. 819 1,003 1,298 529 87
Stockholders' Equity(c)..................... 2,608 2,406 2,907 3,024 3,223
Common Shares Outstanding................... 129.7 128.9 131.4 137.9 146.0
</TABLE>

- ------------

(a) Excluding non-recurring items totaling $0.45, $0.24, and $0.08 per share,
Earnings per Common Share from Continuing Operations would have been $1.50,
$1.20 and $0.67 in 1993, 1992, and 1991, respectively.

(b) On January 13, 1993, the Company increased its quarterly dividend rate to
$0.1375 per share. In July 1992, the quarterly dividend rate was reduced to
$0.125 per share to reflect the June 30, 1992 spin-off of EPNG to the
Company's stockholders.

(c) On June 30, 1992, the Company distributed its EPNG common stock to the
Company's stockholders of record as of June 15, 1992. The distribution was
accounted for as a $575 million non-cash dividend.

10
<PAGE> 13

ITEM SEVEN

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION AND LIQUIDITY

The Company's total long-term debt to capital (long-term debt and
stockholders' equity) ratio at December 31, 1993 and 1992 was 24 and 29 percent,
respectively. In April 1993, the Company redeemed all of its outstanding 7%
Subordinated Debentures. Virtually all of the debentures, approximately $80
million principal amount plus accrued interest, were surrendered in exchange for
2,520,527 shares of Anadarko Petroleum Corporation ("Anadarko") common stock
owned by the Company. The Anadarko stock had a cost of approximately $59
million.

The Company had outstanding commercial paper borrowings at December 31,
1993 of $71 million at an average interest rate of 3.53 percent.

The Company has a $900 million revolving credit facility that expires in
June 1996. As of December 31, 1993, there were no borrowings outstanding under
this facility, although borrowing capacity is reduced by outstanding commercial
paper. The Company had the capacity to borrow approximately $829 million under
the revolving credit facility as of December 31, 1993. The Company also has $500
million of capacity under a shelf registration statement filed with the
Securities and Exchange Commission.

During 1993, the Company repurchased 1.1 million shares of its common stock
for $45 million. Since December 1988, the Company has repurchased 24 million
shares under three 10 million share repurchase authorizations.

In June 1993, the Company, as sponsor of the Burlington Resources Coal Seam
Gas Royalty Trust (the "Trust"), completed the public offering of 8.8 million
Trust units priced at $20.50 per unit. The Trust received a net profits interest
(the "NPI") in certain of the Company's coal seam gas reserves in exchange for
the Trust units. The proved gas reserves attributable to the NPI as of December
31, 1992, were estimated to be 135.5 BCF. The net proceeds were used for general
corporate purposes, including acquisition of oil and gas properties, repayment
of commercial paper obligations, and other capital expenditures.

Net cash provided by continuing operating activities for 1993 was $455
million compared to $433 million and $375 million in 1992 and 1991,
respectively. The increase in 1993 compared to 1992 is primarily due to higher
operating income and increased current utilization of nonconventional fuel tax
credits. The increase in 1992 compared to 1991 is primarily due to increased
operating income partially offset by decreased sources of cash from working
capital.

The Company is involved in certain environmental proceedings and other
related matters. Although it is possible that new information or future
developments could require the Company to reassess its potential exposure
related to these matters, the Company believes, based upon available
information, the resolution of these issues will not have a materially adverse
effect on the consolidated financial position or results of operations of the
Company.

The Company has certain commitments and uncertainties related to its normal
operations. Management believes that there are no commitments, uncertainties or
contingent liabilities that will have a materially adverse effect on the
consolidated financial position or results of operations of the Company.

CAPITAL EXPENDITURES AND RESOURCES

Capital expenditures during 1993 totaled $553 million compared to $315
million and $500 million in 1992 and 1991, respectively. The Company spent $270
million for producing property acquisitions

11
<PAGE> 14

during 1993 compared to $122 million in 1992. During 1993, the Company acquired
a 59 percent interest in the Permian Basin Royalty Trust for approximately $134
million. The decrease in capital expenditures in 1992 from 1991 was primarily
due to lower expenditures for the acquisition of producing properties and
developmental drilling.

Capital expenditures for 1994, projected to be approximately $470 million,
is expected to be primarily for development of oil and gas properties, reserve
acquisitions, and processing plant and pipeline expenditures. Capital
expenditures will be funded from internal cash flow supplemented, as needed, by
external financing.

DIVIDENDS

On January 12, 1994, the Board of Directors declared a common stock
quarterly dividend of $0.1375 per share, payable April 1, 1994. Dividend levels
are determined by the Board of Directors based on profitability, capital
expenditures, financing and other factors. The Company declared cash dividends
on common stock totaling approximately $71 million during 1993.

On June 30, 1992, the Company distributed all the shares of EPNG common
stock it owned to its stockholders of record as of June 15, 1992. The
distribution was accounted for as a $575 million non-cash dividend of the
Company's investment in EPNG common stock.

RESULTS OF OPERATIONS

Year Ended December 31, 1993 Compared With Year Ended December 31, 1992

Income from Continuing Operations in 1993 was $255 million, $1.95 per
share, compared to $190 million, $1.44 per share, in 1992. The 1993 results
include a total of $0.45 per share from gains on the sale of the Trust units and
the exchange of Company debt for Anadarko common stock, and a charge to reflect
the increase in the corporate income tax rate. The 1992 results include a $0.24
per share gain on the sale of the Company's interests in Plum Creek Timber
Company, L.P. Operating Income increased to $256 million in 1993 compared to
$240 million in 1992. The increase was primarily due to higher natural gas sales
prices and volumes partially offset by lower oil prices and higher operating
expenses.

Revenues were $1,249 million in 1993 compared to $1,141 million in 1992.
The increase was primarily due to higher natural gas prices and improved natural
gas and crude oil sales volumes, partially offset by lower crude oil prices and
a decrease in natural gas contract recoveries. Average natural gas sales prices
increased 15 percent in 1993 to an average of $1.72 per MCF which increased
revenues $77 million. Natural gas sales volumes improved 12 percent to 920 MMCF
per day which increased revenues $55 million. Oil sales volumes improved 3
percent to 41.9 MBbls per day which increased revenues $9 million. Natural gas
and oil sales volumes increased primarily due to continued development of the
Company's oil and gas properties, the impact of producing property acquisitions,
and operational efficiencies resulting from reduced gas gathering system
pressures in the San Juan Basin. Intrastate natural gas sales, NGL revenues and
processing revenues increased $17 million, principally as a result of higher
sales prices. These revenue increases were partially offset by lower oil sales
prices which declined 11 percent in 1993 to $16.69 per barrel and decreased
revenues $33 million. In addition, there were no natural gas contract recoveries
in 1993. The revenues for 1992 include $7 million of non-recurring natural gas
contract recoveries.

Costs and Expenses were $993 million in 1993 compared to $901 million in
1992. The increase was primarily due to higher 1993 production which increased
production related expenses $69 million or 13 percent. Intrastate natural gas
and NGL product purchases increased $2 million and administrative expenses
increased $13 million.

The Company anticipates continued increases in natural gas production. The
increased availability of natural gas will be a result of the continuing
development of the Company's gas reserves and the Company's aggressive producing
property acquisition program. The Company expects to market the additional gas
production in the Gulf Coast, the Midwest and the East Coast and by increasing
its traditional California market share.

12
<PAGE> 15

Interest Expense was $73 million in 1993 compared to $79 million in 1992.
The decrease was primarily due to the April 1993 conversion of approximately $80
million in Company debt for Anadarko common stock and lower commercial paper
borrowings.

Other Income -- Net was $124 million income in 1993 compared to $57 million
income in 1992. The 1993 amount includes a $108 million gain on the sale of the
Trust units and a $19 million gain from the exchange of Company debt for
Anadarko common stock. The 1992 amount includes a $50 million gain on the sale
of the Company's interests in Plum Creek Timber Company, L.P.

Income Taxes -- The effective income tax rate was 17 percent in 1993
compared to 13 percent in 1992. The increase is primarily due to $16 million in
additional income tax expense recognized to adjust the cumulative deferred tax
liability for the new corporate income tax rate.

Year Ended December 31, 1992 Compared With Year Ended December 31, 1991

Income from Continuing Operations in 1992 was $190 million, $1.44 per
share, compared to $100 million, $0.75 per share, in 1991. The 1992 results
include a $0.24 per share gain on the sale of the Company's interests in Plum
Creek Timber Company, L.P. The 1991 results included an $0.08 per share
non-recurring gain related to interest on an income tax refund. Operating Income
increased to $240 million in 1992 compared to $177 million in 1991. The increase
was primarily due to improved natural gas and crude oil sales volumes and higher
natural gas prices.

Revenues were $1,141 million in 1992 compared to $1,036 million in 1991.
The increase was primarily due to improved natural gas and crude oil sales
volumes and higher natural gas prices partially offset by lower crude oil prices
and a decrease in natural gas contract recoveries. Natural gas sales volumes
improved 15 percent to 818 MMCF per day which increased revenues $54 million.
Oil sales volumes improved 12 percent to 40.6 MBbls per day which increased
revenues $34 million. Gas and oil sales volumes increased primarily due to
continued development of the Company's oil and gas properties and producing
property acquisitions in the second half of 1991. Average natural gas sales
prices increased 10 percent in 1992 to an average of $1.49 per MCF which
increased revenues $42 million. The revenue increases were partially offset by
lower oil sales prices which declined 7 percent in 1992 to $18.82 per barrel and
decreased revenues $19 million. In addition, natural gas contract recoveries
decreased $9 million in 1992.

Costs and Expenses were $901 million in 1992 compared to $860 million in
1991. The increase was primarily due to a $47 million, or 12 percent, increase
in production related expenses due principally to a 15 percent increase in
production levels.

Interest Expense was $79 million in 1992 compared to $90 million in 1991.
The decrease was primarily due to lower borrowings in 1992 and lower interest
rates on commercial paper. The Company's 1991 borrowings included amounts
borrowed from EPNG.

Other Income -- Net was $57 million income in 1992 compared to $17 million
income in 1991. The 1992 amount includes a $50 million gain on the sale of the
Company's interests in Plum Creek Timber Company, L.P. The 1991 amount includes
$18 million of interest income related to a cash refund of prior period income
taxes.

Income Taxes -- The tax rate was 13 percent in 1992 compared to 3 percent
in 1991. The increase was due primarily to 1992 pretax income being higher
relative to the nonconventional fuel tax credits generated.

OTHER MATTERS

The Company encounters competition in its business. See "Business and
Properties -- Other Matters" for further discussion of competition.

13
<PAGE> 16

ITEM EIGHT

FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION

BURLINGTON RESOURCES INC.

CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------
1993 1992 1991
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Revenues........................................... $1,248,957 $1,141,381 $1,036,295
Costs and Expenses................................. 993,152 901,033 859,646
---------- ---------- ----------
Operating Income................................... 255,805 240,348 176,649
Interest Expense................................... 72,799 79,196 90,344
Other Income -- Net................................ 124,432 56,887 16,813
---------- ---------- ----------
Income from Continuing Operations Before
Income Taxes..................................... 307,438 218,039 103,118
Provision for Income Taxes......................... 52,264 28,352 2,753
---------- ---------- ----------
Income from Continuing Operations.................. 255,174 189,687 100,365
Income from Discontinued Operations -- Net of
Income Taxes..................................... 1,138 68,141 105,016
---------- ---------- ----------
Net Income......................................... $ 256,312 $ 257,828 $ 205,381
---------- ---------- ----------
---------- ---------- ----------
Earnings per Common Share:
Continuing Operations............................ $ 1.95 $ 1.44 $ 0.75
Discontinued Operations.......................... 0.01 0.51 0.79
---------- ---------- ----------
Total............................................ $ 1.96 $ 1.95 $ 1.54
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

14
<PAGE> 17

BURLINGTON RESOURCES INC.

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1992
---------- ----------
<S> <C> <C>
(IN THOUSANDS)
ASSETS
Current Assets:
Cash and Short-term Investments..................................... $ 19,784 $ 31,729
Accounts Receivable................................................. 218,361 235,655
Inventories......................................................... 23,954 19,014
Other Current Assets................................................ 14,572 83,737
---------- ----------
276,671 370,135
---------- ----------
Oil and Gas Properties (Successful Efforts Method).................... 5,027,312 4,594,242
Other Properties...................................................... 540,342 566,769
---------- ----------
5,567,654 5,161,011
Accumulated Depreciation, Depletion and Amortization................ 1,631,941 1,416,731
---------- ----------
Properties -- Net................................................ 3,935,713 3,744,280
---------- ----------
Other Assets.......................................................... 235,336 355,328
---------- ----------
Total Assets................................................ $4,447,720 $4,469,743
---------- ----------
---------- ----------
LIABILITIES
Current Liabilities:
Accounts Payable.................................................... $ 202,565 $ 231,763
Taxes Payable....................................................... 58,372 60,133
Other Current Liabilities........................................... 38,680 57,742
---------- ----------
299,617 349,638
---------- ----------
Long-term Debt........................................................ 819,071 1,002,506
---------- ----------
Deferred Income Taxes................................................. 566,758 565,619
---------- ----------
Other Liabilities and Deferred Credits................................ 154,216 146,190
---------- ----------
Commitments and Contingent Liabilities
STOCKHOLDERS' EQUITY
Common Stock, Par Value $.01 Per Share (Authorized 325,000,000 Shares;
Issued 150,000,000 Shares).......................................... 1,500 1,500
Paid-in Capital....................................................... 2,936,934 2,950,722
Retained Earnings..................................................... 467,667 282,610
---------- ----------
3,406,101 3,234,832
Cost of Treasury Stock (1993, 20,316,521 Shares; 1992, 21,118,718
Shares)............................................................. 798,043 829,042
---------- ----------
Common Stockholders' Equity........................................... 2,608,058 2,405,790
---------- ----------
Total Liabilities and Common Stockholders' Equity........... $4,447,720 $4,469,743
---------- ----------
---------- ----------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

15
<PAGE> 18

BURLINGTON RESOURCES INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1993 1992 1991
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS)
Cash Flows From Continuing Operating Activities:
Income from Continuing Operations.................. $ 255,174 $ 189,687 $ 100,365
Adjustments to Reconcile Income to Net Cash
Provided
By Continuing Operating Activities:
Depreciation, Depletion and Amortization........ 285,258 256,003 223,974
Deferred Income Taxes........................... 2,438 19,041 32,159
Exploration Costs............................... 28,173 19,501 30,752
Working Capital Changes:
Accounts Receivable........................... 17,294 4,788 40,324
Inventories................................... (4,940) 12,800 12,504
Other Current Assets.......................... 69,165 (66,339) (5,145)
Accounts Payable.............................. (29,198) (69,300) (23,382)
Taxes Payable................................. (1,761) 46,197 (52,574)
Other Current Liabilities..................... (19,062) (11,038) 2,603
Gain on Sales and Other......................... (147,130) 31,227 13,669
--------- --------- ---------
Net Cash Provided By Continuing
Operating Activities..................... 455,411 432,567 375,249
--------- --------- ---------
Cash Flows From Continuing Investing Activities:
Additions to Properties............................ (553,384) (315,447) (500,156)
Proceeds from Sales and Property Dispositions...... 173,305 23,386 16,681
Other.............................................. (4,462) (62,224) (661)
--------- --------- ---------
Net Cash Used In Continuing Investing
Activities............................... (384,541) (354,285) (484,136)
--------- --------- ---------
Cash Flows From Continuing Financing Activities:
Proceeds from Long-term Financing.................. -- 150,000 970,247
Reduction in Long-term Debt........................ (183,610) (645,225) --
Dividends Paid..................................... (69,711) (85,489) (94,137)
Treasury Stock Transactions -- Net................. 30,999 (100,285) (229,428)
Financing Activities with EPNG -- Net.............. -- 525,361 (650,864)
Other.............................................. 85,794 (20,032) (4,550)
--------- --------- ---------
Net Cash Used In Continuing
Financing Activities..................... (136,528) (175,670) (8,732)
--------- --------- ---------
Decrease in Cash and Short-term Investments
from Continuing Operations......................... (65,658) (97,388) (117,619)
Cash Provided By Discontinued Operations............. 53,713 93,618 110,828
Cash and Short-term Investments:
Beginning of Year.................................. 31,729 35,499 42,290
--------- --------- ---------
End of Year........................................ $ 19,784 $ 31,729 $ 35,499
--------- --------- ---------
--------- --------- ---------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

16
<PAGE> 19

BURLINGTON RESOURCES INC.

CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COST OF COMMON
COMMON PAID-IN RETAINED TREASURY STOCKHOLDERS'
STOCK CAPITAL EARNINGS STOCK EQUITY
------ --------- -------- --------- -------------
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS)
Balance, January 1, 1991............ $1,500 $2,956,594 $565,519 $(499,329) $3,024,284
Net Income........................ 205,381 205,381
Cash Dividends ($.70 per share)... (92,851) (92,851)
Stock Purchases (6,743,300
shares)........................ (238,561) (238,561)
Stock Option Activity and Other... (871) 9,133 8,262
------ ---------- -------- --------- ----------
Balance, December 31, 1991.......... 1,500 2,955,723 678,049 (728,757) 2,906,515
Net Income........................ 257,828 257,828
Cash Dividends ($.60 per share)... (78,657) (78,657)
Distribution of EPNG Stock........ (574,610) (574,610)
Stock Purchases (3,484,200
shares)........................ (136,379) (136,379)
Stock Option Activity and Other... (5,001) 36,094 31,093
------ ---------- -------- --------- ----------
Balance, December 31, 1992.......... 1,500 2,950,722 282,610 (829,042) 2,405,790
Net Income........................ 256,312 256,312
Cash Dividends ($.55 per share)... (71,255) (71,255)
Stock Purchases (1,139,900
shares)........................ (45,280) (45,280)
Stock Option Activity and Other... (13,788) 76,279 62,491
------ ---------- -------- --------- ----------
Balance, December 31, 1993.......... $1,500 $2,936,934 $467,667 $(798,043) $2,608,058
------ ---------- -------- --------- ----------
------ ---------- -------- --------- ----------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

17
<PAGE> 20

BURLINGTON RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Burlington
Resources Inc. and its majority owned subsidiaries (the "Company"). All
significant intercompany transactions have been eliminated in consolidation. The
financial statements for previous periods include certain reclassifications that
were made to conform to current presentation. Such reclassifications have no
impact on previously reported net income or stockholders' equity.

Cash and Short-term Investments

All short-term investments purchased with a maturity of three months or
less are considered cash equivalents. Cash equivalents are stated at cost, which
approximates market value.

Inventories

Inventories of materials, supplies and products are valued at the lower of
average cost or market.

Properties

Oil and gas properties are accounted for using the successful efforts
method. Under this method, all development costs and acquisition costs of proved
properties are capitalized and amortized on a units-of-production basis over the
remaining life of proved developed reserves and proved reserves, respectively.
Costs of drilling exploratory wells are initially capitalized, but charged to
expense if and when a well is determined to be unsuccessful. In addition, the
Company limits the total amount of unamortized capitalized costs to the value of
future net revenues, based on current prices and costs.

Costs of retired, sold or abandoned properties that constitute a part of an
amortization base are charged or credited, net of proceeds, to accumulated
depreciation, depletion and amortization. Gains or losses from the disposal of
other properties are recognized currently. Expenditures for maintenance, repairs
and minor renewals necessary to maintain properties in operating condition are
expensed as incurred. Major replacements and renewals are capitalized. All
properties are stated at cost.

Revenue Recognition

Gas revenues from field production are recorded on the entitlement method.
Under the entitlement method, revenue is recorded based on the Company's net
working interest in field production.

The Company's marketing activities include the purchase and resale of crude
oil and natural gas, in addition to the marketing of its own oil and gas
production. The costs and expenses of third party product marketing consist
primarily of the cost of product purchased and transportation costs. These costs
are netted against the related marketing revenues for financial reporting
purposes. The Consolidated Statement of Income includes net revenues related to
the marketing of third party oil and natural gas of $9 million, $17 million and
$18 million for 1993, 1992 and 1991, respectively. The volumes of third party
oil and gas marketed in those years are as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Oil (MBbls per day)..................................... 405 274 182
Gas (MMCF per day)...................................... 526 448 518
</TABLE>

18
<PAGE> 21

Income Taxes

In January 1993, the Company implemented Statement of Financial Accounting
Standard No. 109, Accounting for Income Taxes which did not have a material
impact on the Company's consolidated financial position or results of
operations. Income taxes are provided based on earnings reported for tax return
purposes in addition to a provision for deferred income taxes. Deferred income
taxes are provided in order to reflect the tax consequences in future years of
differences between the financial statement and tax basis of assets and
liabilities at each year end. Tax credits are accounted for under the
"flow-through" method, which reduces the provision for income taxes in the year
the tax credits first become available.

Earnings per Common Share

Earnings per common share is based on the weighted average number of common
shares outstanding during the year. The weighted average number of common shares
outstanding was 131 million, 132 million, and 134 million for the years 1993,
1992, and 1991, respectively.

2. RESTRUCTURING

Since its inception, the Company has been monetizing its nonstrategic
assets and reinvesting the net proceeds in domestic oil and gas reserves and in
the repurchase of its common stock.

In March 1992, the Company's wholly owned subsidiary, El Paso Natural Gas
Company ("EPNG"), completed an initial public offering of approximately 15
percent of its common stock and on May 13, 1992, the Company's Board of
Directors approved the June 30, 1992 distribution of the EPNG common stock owned
by the Company to its stockholders of record as of June 15, 1992. The
distribution was accounted for as a $575 million non-cash dividend of the
Company's investment in EPNG common stock.

In October 1989, the Company announced plans to sell the real estate assets
held by its subsidiary, Glacier Park Company. Proceeds from sales of real estate
assets through December 31, 1993 totaled approximately $429 million. In October
1992, the Company sold substantially all of its coal properties for $80 million.
In December 1993, the Company sold its majority interest in Burlington
Environmental Inc. for $28 million. The Company has disposed of virtually all of
its nonstrategic assets as of December 31, 1993.

Discontinued Operations

Discontinued operations revenues for the years ended December 31, 1992 and
1991 totaled $362 million and $735 million, respectively. There were no revenues
from discontinued operations in 1993. Proceeds from dispositions for the years
ended December 31, 1993, 1992 and 1991 totaled $62 million, $144 million and
$165 million, respectively. The Company realized $1 million, $68 million, and
$105 million of after-tax income net of $4 million, $49 million, and $66 million
of income taxes, from the discontinued operations and sales during 1993, 1992,
and 1991, respectively. The effective tax rates for the discontinued operations
differ from federal statutory rates primarily due to the effects of state and
foreign income taxes and adjustments to prior year estimates.

19
<PAGE> 22

3. INCOME TAXES

The provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
(IN THOUSANDS)
Current:
Federal............................................. $ 39,424 $ (1,985) $(32,938)
State............................................... 10,402 11,296 3,532
-------- -------- --------
49,826 9,311 (29,406)
-------- -------- --------
Deferred:
Federal............................................. (14,934) 12,375 19,591
Enacted federal tax rate change..................... 15,558 - -
State............................................... 1,814 6,666 12,568
-------- -------- --------
2,438 19,041 32,159
-------- -------- --------
Total....................................... $ 52,264 $ 28,352 $ 2,753
-------- -------- --------
-------- -------- --------
</TABLE>

Reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1993 1992 1991
----- ----- -----
<S> <C> <C> <C>
Statutory rate.......................................... 35.0% 34.0% 34.0%
State income taxes net of federal tax benefit........... 2.6 5.4 10.3
Tax credits............................................. (25.0) (26.2) (44.9)
Enacted federal tax rate change......................... 5.1 -- --
Other................................................... (0.7) (0.2) 3.3
----- ----- ----
Effective rate................................ 17.0% 13.0% 2.7%
----- ----- ----
----- ----- ----
</TABLE>

Deferred tax liabilities (assets) consist of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1993 1992
--------- ----------
<S> <C> <C>
(IN THOUSANDS)
Deferred liabilities:
Excess of book over tax basis of properties.................... $ 696,351 $ 660,657
Deferred gains................................................. -- 17,085
Other.......................................................... 25,862 10,107
--------- ----------
722,213 687,849
--------- ----------
Deferred assets:
AMT credits carryover.......................................... (110,117) (59,280)
Financial accruals and provisions.............................. (29,057) (48,798)
Other.......................................................... (16,281) (14,152)
--------- ----------
(155,455) (122,230)
--------- ----------
Total.................................................. $ 566,758 $ 565,619
--------- ----------
--------- ----------
</TABLE>

The above net deferred tax liabilities as of December 31, 1993 and 1992,
include deferred state income tax liabilities of approximately $78 million for
each of the years.

As of December 31, 1993, the Alternative Minimum Tax ("AMT") credits
carryover of approximately $110 million, related primarily to nonconventional
fuel tax credits, is available to offset future regular tax liabilities. The AMT
credits carryover has no expiration date. The benefit of the tax credits is
recognized in continuing operations for accounting purposes. The benefit is
reflected in the current tax provision to the extent the Company is able to
utilize the credits for tax return purposes.

20
<PAGE> 23

4. LONG-TERM DEBT

Long-term Debt outstanding is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1993 1992
-------- ----------
<S> <C> <C>
(IN THOUSANDS)
Commercial Paper.................................................... $ 70,994 $ 174,632
Notes, 6 7/8%, due 1999............................................. 150,000 150,000
Notes, 8 1/2%, due 2001............................................. 150,000 150,000
Debentures, 9 1/8%, due 2021........................................ 150,000 150,000
Notes, 9 5/8%, due 2000............................................. 150,000 150,000
Debentures, 9 7/8%, due 2010........................................ 150,000 150,000
Subordinated Debentures, 7%, due 2004............................... - 79,973
Other, including discounts -- net................................... (1,923) (2,099)
-------- ----------
Total..................................................... $819,071 $1,002,506
-------- ----------
-------- ----------
</TABLE>

Excluding commercial paper, the Company has no debt maturities through
1998. The Company's commercial paper borrowings at December 31, 1993 had an
average interest rate of 3.53 percent.

In April 1993, the Subordinated Debentures were exchanged for shares of
Anadarko Petroleum Corporation common stock owned by the Company.

The Company and a group of banks have a $900 million Revolving Credit
Facility which expires in June 1996. Annual fees are 0.1875 percent of the
unused portion of the commitment. At the Company's option, interest on
borrowings is based on prime rates, domestic money market rates or Eurodollar
rates. The unused commitment under this agreement is available to cover certain
debt due within one year; therefore, commercial paper is classified as long-term
debt. Under the covenants of this agreement, debt cannot exceed 52.5 percent of
the sum of debt and tangible net worth (as defined in the agreement).
Additionally, tangible net worth cannot be less than $1.3 billion. As of
December 31, 1993, there were no borrowings outstanding under this facility
although borrowing capacity is reduced by outstanding commercial paper. The
Company had the capacity to borrow approximately $829 million under such credit
facility as of December 31, 1993. In addition, the Company has $500 million of
capacity under a shelf registration statement filed with the Securities and
Exchange Commission.

Lease Obligations

Lease rental expense was $13 million, $10 million and $13 million for the
years ended December 31, 1993, 1992 and 1991, respectively. Minimum annual
rental commitments are less than $15 million in any year and total approximately
$154 million at December 31, 1993.

5. ARRANGEMENTS WITH EPNG

Transportation

In 1993, 1992 and 1991, approximately 69 percent, 70 percent and 62
percent, respectively, of the Company's gas production was transported to direct
sale customers through EPNG's pipeline facilities. These transportation
arrangements are pursuant to EPNG's approved Federal Energy Regulatory
Commission tariffs applicable to all shippers. The Company expects to transport
a substantial portion of its future gas production through EPNG's pipeline
system.

Demand Charges

Contracts providing firm transportation services to the Company require the
payment of transportation demand charges. The Company paid $48 million of demand
charges in 1993 under transportation agreements with terms ranging from 1 to 13
years. Of these demand charges, approximately $40 million was paid to EPNG.

21
<PAGE> 24

Other Transactions

Prior to the separation from EPNG in 1992, the Company maintained a
Commitment Agreement and Loan Agreements with EPNG. EPNG also participated in an
intercorporate cash management arrangement with the Company. Balances under
these facilities accrued interest at rates approximating short-term market
rates. Interest income on borrowings has been netted against interest expense on
excess cash advanced to the Company; the net amounts are included in Interest
Expense and totaled $169,000 and $37 million for the years 1992 and 1991,
respectively.

6. CAPITAL STOCK

On December 8, 1993, the Board of Directors approved the Company's 1993
Stock Incentive Plan (the "1993 Plan") and approved its submission to the
stockholders for their approval. The 1993 Plan succeeds the Company's 1988 Stock
Option Plan (the "1988 Plan"), which expired by its terms in May 1993, but
remains in effect for options granted prior to May 1993. The 1993 Plan provides
for the grant of stock options and stock appreciation rights or limited stock
appreciation rights (together "SARs").

Under the 1993 Plan and the 1988 Plan, options may be granted to officers
and key employees at fair market value at the date of grant, exercisable in
whole or part by the optionee after completion of one to three years of
continuous employment from the grant date.

Activity in the Company's stock option plans was as follows:

<TABLE>
<CAPTION>
EXERCISE
OPTIONS PRICE PER SHARE
----------
<S> <C> <C>
Balance, December 31, 1991........................... 5,842,971 $ 12.92 to $48.31
Granted............................................ 325,600 35.88 to 38.00
Exercised.......................................... (934,182) 10.91 to 37.19
Cancelled.......................................... (330,481) 21.23 to 44.75
Adjusted for EPNG Disposition...................... 484,631 10.91 to 34.68
Converted to EPNG Options.......................... (754,710) 25.50 to 44.75
----------
Balance, December 31, 1992........................... 4,633,829 10.91 to 38.00
Granted............................................ 489,000 44.00 to 47.56
Exercised.......................................... (1,984,383) 10.91 to 34.68
Cancelled.......................................... (205,273) 31.83 to 46.44
----------
Balance, December 31, 1993........................... 2,933,173 $ 16.14 to $47.56
----------
----------
</TABLE>

At December 31, 1993, 2,108,192 options were exercisable at prices of
$16.14 to $47.56 per share. At December 31, 1993, 9,597,600 shares are available
for additional grant under the 1993 Plan.

Stock Appreciation Rights

The Company has granted SARS in connection with certain outstanding
options. SARs are subject to the same terms and conditions as the related
options. A SAR entitles an option holder, in lieu of exercise of an option, to
receive a cash payment equal to the difference between the option price and the
fair market value of the Company's common stock based upon the plan provisions.
To the extent the SAR is exercised, the related option is cancelled and to the
extent the option is exercised the related SAR is cancelled. The outstanding
SARs are exercisable only under certain circumstances related to significant
changes in the ownership of the Company or its holdings, or certain changes in
the constitution of its Board of Directors. At December 31, 1993, there were
687,662 SARs outstanding related to stock options with exercise prices ranging
from $21.54 to $34.68 per share.

Preferred Stock and Preferred Stock Purchase Rights

The Company is authorized to issue 75,000,000 shares of preferred stock,
par value $.01 per share, and as of December 31, 1993 there were no shares
issued. On December 15, 1988, the Company's Board of Directors designated
3,250,000 of the authorized preferred shares as Series A Preferred Stock. Upon
issuance each one-hundredth of a share of Series A Preferred Stock will have
dividend and voting rights approximately equal to those of one share of Common
Stock of the Company. In addition, on

22
<PAGE> 25

December 15, 1988, the Board of Directors declared a dividend distribution of
one Right for each outstanding share of Common Stock of the Company. The Rights
were amended on February 23, 1989. The Rights become exercisable if, without the
Company's prior consent, a person or group acquires securities having 15 percent
or more of the voting power of all of the Company's voting securities (an
"Acquiring Person") or ten days following the announcement of a tender offer
which would result in such ownership. Each Right, when exercisable, entitles the
registered holder to purchase from the Company one-hundredth of a share of
Series A Preferred Stock at a price of $95 per one-hundredth of a share, subject
to adjustment. If, after the Rights become exercisable, the Company were to be
involved in a merger or other business combination in which its Common Stock was
exchanged or changed or 50% or more of the Company's assets or earning power
were sold, each Right would permit the holder to purchase, for the exercise
price, stock of the acquiring company having a value of twice the exercise price
(the "Merger Right"). In addition, except for certain permitted offers, if any
person or group becomes an Acquiring Person, each Right would permit the
purchase, for the exercise price, of Common Stock of the Company having a value
of twice the exercise price (the "Subscription Right"). Rights owned by an
Acquiring Person are void as they relate to the Subscription Right or the Merger
Right. The Rights may be redeemed by the Company under certain circumstances
until their expiration date for $0.05 per Right.

7. PENSION PLANS

The Company's pension plans are non-contributory defined benefit plans
covering substantially all employees. The benefits are based on years of
credited service and highest five-year average compensation levels.
Contributions to the plans are based upon the Projected Unit Credit actuarial
funding method and are limited to amounts that are currently deductible for tax
purposes. Contributions are intended to provide not only for benefits attributed
to service to date but also for those expected to be earned in the future.

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1992
-------- --------
<S> <C> <C>
(IN THOUSANDS)
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested
benefits of $89,524 and $84,694................................ $ 91,349 $ 86,179
-------- --------
-------- --------
Projected benefit obligation for service to date.................. $127,403 $104,869
Plan assets, primarily marketable equity and debt
securities, at fair value......................................... (91,467) (87,867)
-------- --------
Funded status of projected benefit obligation....................... 35,936 17,002
Unrecognized net loss............................................... (47,006) (40,121)
Unamortized net transition obligation............................... (4,621) (7,730)
-------- --------
Net prepaid pension asset........................................... $(15,691) $(30,849)
-------- --------
-------- --------
</TABLE>

The following information relates to the consolidated Company plans and
includes amounts related to EPNG for the first six months of 1992 and the full
year of 1991.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
(IN THOUSANDS)
Pension cost for the plans includes the following
components:
Service cost--benefits earned during the period......... $ 5,503 $ 9,817 $ 11,618
Interest cost on projected benefit obligation........... 8,926 28,757 47,393
Actual (return)/loss on plan assets..................... (7,857) 7,397 (85,958)
Net amortization and deferred amounts................... 3,851 (33,225) 45,029
-------- -------- --------
Net pension cost........................................ $ 10,423 $ 12,746 $ 18,082
-------- -------- --------
-------- -------- --------
</TABLE>

The projected benefit obligation was determined using a weighted average
discount rate of 7.5 percent in 1993 and 8.5 percent in 1992, and a rate of
increase in future compensation levels of

23
<PAGE> 26

5 percent. The expected long-term rate of return on plan assets was 9 percent in
1993 and 10 percent in 1992.

The Company's continuing operations pension expense was $10 million, $7
million, and $7 million in 1993, 1992 and 1991, respectively.

8. COMMITMENTS AND CONTINGENT LIABILITIES

9. OTHER INFORMATION

Other Income -- Net

A summary of significant items included in Other Income -- Net is as
follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Gain on sale of Trust units.................. $107,800 $ - $ -
Sale of Plum Creek interests................. - 50,500 -
Gain on conversion of debt................... 19,108 - -
Interest on tax refund....................... - - 18,203
Other -- net................................. (2,476) 6,387 (1,390)
-------- ------- -------
$124,432 $56,887 $16,813
-------- ------- -------
-------- ------- -------
</TABLE>

Other Current Assets

The December 31, 1992 balance of Other Current Assets includes $70 million
of notes receivable related to the December 1992 sale of the Company's interests
in Plum Creek Timber Company, L.P. The notes were collected in January 1993.

Supplemental Cash Flow Information

The following is additional information concerning supplemental disclosures
of cash flow activities:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Interest Paid................................ $ 77,351 $73,702 $84,847
Income Taxes Paid (Received)--Net............ 39,948 (44,931) 28,560
</TABLE>

In April 1993, holders of the Subordinated Debentures exchanged their
Debentures with a carrying value of approximately $80 million for shares of
Anadarko Petroleum Corporation common stock owned by the Company. This non-cash
exchange is reflected as such in the Statement of Cash Flows.

24
<PAGE> 27

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Burlington Resources Inc.

We have audited the accompanying consolidated balance sheets of Burlington
Resources Inc. as of December 31, 1993 and 1992, and the related consolidated
statements of income, cash flows and common stockholders' equity for each of the
three years in the period ended December 31, 1993. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Burlington
Resources Inc. at December 31, 1993 and 1992, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1993, in conformity with generally accepted accounting
principles.

COOPERS & LYBRAND

Houston, Texas
January 12, 1994

25
<PAGE> 28

BURLINGTON RESOURCES INC.

SUPPLEMENTARY FINANCIAL INFORMATION

SUPPLEMENTAL OIL AND GAS DISCLOSURES--UNAUDITED

The supplemental data presented herein reflects information for all of the
Company's oil and gas producing activities.

Capitalized costs for oil and gas producing activities consist of the
following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1993 1992
---------- ----------
<S> <C> <C>
(IN THOUSANDS)
Proved properties............................................... $4,985,501 $4,525,440
Unproved properties............................................. 41,811 68,802
---------- ----------
5,027,312 4,594,242
Accumulated depreciation, depletion and amortization............ 1,455,910 1,241,910
---------- ----------
Net capitalized costs................................. $3,571,402 $3,352,332
---------- ----------
---------- ----------
</TABLE>

Costs incurred for oil and gas property acquisition, exploration and
development activities are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1993 1992 1991
--------- --------- ---------
<S> <C> <C> <C>
(IN THOUSANDS)
Property acquisition:
Unproved................................................. $ 10,816 $ 10,266 $ 13,148
Proved................................................... 270,235 121,949 214,110
Exploration................................................ 17,159 11,872 25,563
Development................................................ 202,981 109,571 181,919
--------- --------- ---------
Total costs incurred............................. $ 501,191 $ 253,658 $ 434,740
--------- --------- ---------
--------- --------- ---------
</TABLE>

Due to the completion of the Company's restructuring, all corporate
overhead is now allocated to operations. The results of operations for prior
years have been restated to conform to the current presentation of overhead
allocation. The restatements have no effect on consolidated results of
operations. Results of operations for oil and gas producing activities are as
follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
(IN THOUSANDS)
Net revenues............................................... $846,172 $756,005 $644,766
-------- -------- --------
Production costs........................................... 240,220 214,816 193,623
Exploration and impairment costs........................... 28,173 19,501 30,752
Operating expenses......................................... 119,603 104,549 97,975
Depreciation, depletion and amortization................... 248,505 223,495 197,899
-------- -------- --------
636,501 562,361 520,249
-------- -------- --------
Operating income........................................... 209,671 193,644 124,517
Income tax provision....................................... 12,858 14,622 (545)
-------- -------- --------
Results of operations for oil and gas producing
activities............................................... $196,813 $179,022 $125,062
-------- -------- --------
-------- -------- --------
</TABLE>

26
<PAGE> 29

The following table reflects estimated quantities of proved oil and gas
reserves. These reserves have been reduced for royalty interests owned by
others. These reserves, virtually all located in the United States, have been
estimated by the Company's petroleum engineers. The Company considers such
estimates to be reasonable, however due to inherent uncertainties estimates of
underground reserves are imprecise and subject to change over time as additional
information becomes available.

<TABLE>
<CAPTION>
OIL GAS
(MMBBLS) (BCF)
-------- -----
<S> <C> <C>
PROVED DEVELOPED AND UNDEVELOPED RESERVES
January 1, 1991......................................................... 109.6 4,703
Revision of previous estimates....................................... 2.2 (51)
Extensions, discoveries and other additions.......................... 17.9 322
Production........................................................... (13.2) (259)
Purchases of reserves in place(a).................................... 25.7 351
Sales of reserves in place........................................... (1.1) (179)
-------- -----
December 31, 1991....................................................... 141.1 4,887
Revision of previous estimates....................................... 0.5 (24)
Extensions, discoveries and other additions.......................... 11.4 344
Production........................................................... (14.8) (299)
Purchases of reserves in place....................................... 17.7 165
Sales of reserves in place........................................... (0.4) (2)
-------- -----
December 31, 1992....................................................... 155.5 5,071
Revision of previous estimates....................................... (0.9) (30)
Extensions, discoveries and other additions.......................... 12.0 361
Production........................................................... (15.3) (336)
Purchases of reserves in place(b).................................... 17.5 306
Sales of reserves in place(c)........................................ (0.6) (151)
-------- -----
December 31, 1993....................................................... 168.2 5,221
-------- -----
-------- -----
PROVED DEVELOPED RESERVES
January 1, 1991......................................................... 101.5 3,558
December 31, 1991....................................................... 128.1 3,951
December 31, 1992....................................................... 141.8 4,204
December 31, 1993....................................................... 149.8 4,381
</TABLE>

- ------------

(a) Includes 1.3 MMBbls and 185 BCF related to production properties
transferred to the Company from EPNG. These were cost-of-service properties
and the transfer was authorized by FERC in August 1991.

(b) Includes the reserves attributable to the purchase of 59 percent of the
Permian Basin Royalty Trust.

27
<PAGE> 30

A summary of the standardized measure of discounted future net cash flows
relating to proved oil and gas reserves is shown below. Future net cash flows
are computed using year-end sales prices, costs and statutory tax rates
(adjusted for tax credits and other items) that relate to the Company's existing
proved oil and gas reserves.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1993 1992
----------- -----------
<S> <C> <C>
(IN THOUSANDS)
Future cash inflows.......................................... $11,788,000 $11,714,000
Less related future:
Production costs........................................ 3,380,000 3,207,000
Development costs....................................... 377,000 455,000
Income taxes............................................ 1,403,000 1,494,000
----------- -----------
Future net cash flows.............................. 6,628,000 6,558,000
10% annual discount for estimated timing of cash flows..... 3,504,000 3,420,000
----------- -----------
Standardized measure of discounted future net cash
flows................................................. $ 3,124,000 $ 3,138,000
----------- -----------
----------- -----------
</TABLE>

A summary of the changes in the standardized measure of discounted future
net cash flows applicable to proved oil and gas reserves is as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS)
January 1.............................................. $3,138,000 $2,616,000 $2,777,000
---------- ---------- ----------
Revisions of previous estimates:
Changes in prices and costs.......................... (208,000) 265,000 (604,000)
Changes in quantities................................ 9,000 (8,000) (9,000)
Changes in rate of production........................ (105,000) 104,000 (15,000)
Additions to proved reserves resulting from extensions,
discoveries and improved recovery, less related
costs................................................ 180,000 186,000 188,000
Purchases of reserves in place......................... 260,000 183,000 278,000
Sales of reserves in place............................. (107,000) (4,000) (109,000)
Accretion of discount.................................. 375,000 323,000 357,000
Sales of oil and gas, net of production costs.......... (578,000) (522,000) (422,000)
Net change in income taxes............................. 91,000 (55,000) 184,000
Other.................................................. 69,000 50,000 (9,000)
---------- ---------- ----------
Net change............................................. (14,000) 522,000 (161,000)
---------- ---------- ----------
December 31............................................ $3,124,000 $3,138,000 $2,616,000
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

28
<PAGE> 31

BURLINGTON RESOURCES INC.

QUARTERLY FINANCIAL DATA--UNAUDITED

<TABLE>
<CAPTION>
1993 1992
----------------------------------------- ------------------------------------
4TH 3RD 2ND 1ST 4TH 3RD 2ND 1ST
-------- -------- ------- -------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues......................... $ 312 $ 309 $ 312 $ 316 $ 337 $ 284 $ 250 $ 270
Operating Income................. $ 64 $ 57 $ 69 $ 66 $ 90 $ 57 $ 40 $ 53
Income from Continuing
Operations(a).................. $ 52 $ 24 $ 134 $ 45 $ 96 $ 33 $ 31 $ 30
Discontinued Operations.......... -- -- -- 1 17 4 13 34
-------- -------- ------- -------- ------- ------- ------ -------
Net Income....................... $ 52 $ 24 $ 134 $ 46 $ 113 $ 37 $ 44 $ 64
-------- -------- ------- -------- ------- ------- ------ -------
-------- -------- ------- -------- ------- ------- ------ -------
Earnings per Common Share:
Continuing Operations.......... $ 0.40 $ 0.18 $ 1.02 $ 0.35 $ 0.73 $ 0.25 $ 0.23 $ 0.23
Discontinued Operations........ -- -- 0.01 -- 0.13 0.03 0.10 0.25
-------- -------- ------- -------- ------- ------- ------ -------
Earnings per Common Share........ $ 0.40 $ 0.18 $ 1.03 $ 0.35 $ 0.86 $ 0.28 $ 0.33 $ 0.48
-------- -------- ------- -------- ------- ------- ------ -------
-------- -------- ------- -------- ------- ------- ------ -------
Dividends Declared per Common
Share.......................... $ 0.1375 $ 0.1375 $0.1375 $ 0.1375 $ 0.125 $ 0.125 $0.175 $ 0.175
-------- -------- ------- -------- ------- ------- ------ -------
-------- -------- ------- -------- ------- ------- ------ -------
Common Stock Price Range(b):
High........................... 52 3/8 53 7/8 51 5/8 47 1/4 43 1/8 43 5/8 42 7/8 37 5/8
Low............................ 40 1/4 46 45 36 1/2 37 1/4 34 35 7/8 33
</TABLE>

- ---------------

(a) The effective tax rate for the fourth quarter of 1993 generated an income
tax benefit primarily due to adjustments of prior year estimates. In
addition, the second and third quarter effective tax rates were higher than
the fourth quarter rate primarily due to income taxes recorded at a 39%
combined Federal and State marginal rate on non-recurring second quarter
gains and the effect of the third quarter enactment of a Federal income tax
rate increase.

(b) Common stock prices subsequent to the second quarter of 1992 reflect the
June 30, 1992 distribution of EPNG's common stock to the Company's
stockholders.

29
<PAGE> 32

ITEM NINE

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None
PART III

ITEMS TEN AND ELEVEN

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND EXECUTIVE COMPENSATION

A definitive proxy statement to the 1994 Annual Meeting of Stockholders of
Burlington Resources Inc. will be filed no later than 120 days after the end of
the fiscal year with the Securities and Exchange Commission. The information set
forth therein under "Election of Directors" and "Executive Compensation" is
incorporated herein by reference. Executive Officers of the Company are listed
on page 9 of this Form 10-K.

ITEM TWELVE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required is set forth under the caption "Election of Directors"
in the Proxy Statement for the 1994 Annual Meeting of Stockholders and is
incorporated herein by reference.

ITEM THIRTEEN

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required is set forth under the caption "Election of Directors"
in the Proxy Statement for the 1994 Annual Meeting of Stockholders and is
incorporated herein by reference.

30
<PAGE> 33

PART IV

ITEM FOURTEEN

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION
Consolidated Statement of Income................................................. 14
Consolidated Balance Sheet....................................................... 15
Consolidated Statement of Cash Flows............................................. 16
Consolidated Statement of Common Stockholders' Equity............................ 17
Notes to Consolidated Financial Statements....................................... 18
Report of Independent Accountants................................................ 25
Supplemental Oil and Gas Disclosures............................................. 26
Quarterly Financial Data......................................................... 29
</TABLE>

FINANCIAL STATEMENT SCHEDULES

<TABLE>
<S> <C> <C>
Report of Independent Accountants............................................. A-1
V Property, Plant and Equipment................................................. A-2
VI Accumulated Depreciation, Depletion and Amortization of Property, Plant and
Equipment..................................................................... A-3
X Supplementary Income Statement Information.................................... A-4
AMENDED EXHIBIT INDEX................................................................. A-6
</TABLE>

REPORTS ON FORM 8-K

The Company filed no reports on Form 8-K in the fourth quarter.

31
<PAGE> 34

SIGNATURES REQUIRED FOR FORM 10-K

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Burlington Resources Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

BURLINGTON RESOURCES INC.

By THOMAS H. O'LEARY
---------------------------------
Thomas H. O'Leary
Chairman of the Board, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Burlington
Resources Inc. and in the capacities and on the dates indicated.

<TABLE>
<C> <S> <C>
By THOMAS H. O'LEARY Chairman of the Board, January 12, 1994
------------------------------ President and Chief
Thomas H. O'Leary Executive Officer

GEORGE E. HOWISON Senior Vice President and January 12, 1994
------------------------------ Chief Financial Officer
George E. Howison

HAYS R. WARDEN Vice President, Controller January 12, 1994
------------------------------ and Chief Accounting
Hays R. Warden Officer

JOHN V. BYRNE Director January 12, 1994
------------------------------
John V. Byrne

JOHN C. CUSHMAN, III Director January 12, 1994
------------------------------
John C. Cushman, III

S. PARKER GILBERT Director January 12, 1994
------------------------------
S. Parker Gilbert

JAMES F. McDONALD Director January 12, 1994
------------------------------
James F. McDonald

DONALD M. ROBERTS Director January 12, 1994
------------------------------
Donald M. Roberts

WALTER SCOTT, JR. Director January 12, 1994
------------------------------
Walter Scott, Jr.

WILLIAM E. WALL Director January 12, 1994
------------------------------
William E. Wall
</TABLE>

32
<PAGE> 35

REPORT OF MANAGEMENT

To the Stockholders and Directors of Burlington Resources Inc.:

The accompanying financial statements have been prepared by management in
conformity with generally accepted accounting principles. The fairness and
integrity of these financial statements, including any judgments, estimates and
selection of appropriate generally accepted accounting principles, are the
responsibility of management, as is all other information presented in this
Annual Report.

In the opinion of management, the financial statements are fairly stated,
and, to that end, the Company maintains a system of internal control which:
provides reasonable assurance that transactions are recorded properly for the
preparation of financial statements; safeguards assets against loss or
unauthorized use; maintains accountability for assets; and requires proper
authorization and accounting for all transactions. Management is responsible for
the effectiveness of internal control. This is accomplished through established
codes of conduct, accounting and other control systems, policies and procedures,
employee selection and training, appropriate delegation of authority and
segregation of responsibilities. To further ensure compliance with established
standards and related control procedures, the Company conducts a substantial
corporate audit program.

Our independent certified public accountants provide an objective
independent review by their audit of the Company's financial statements. Their
audit is conducted in accordance with generally accepted auditing standards and
includes a review of internal accounting control to the extent deemed necessary
for the purposes of their audit.

The Audit Committee of the Board of Directors meets regularly with the
independent certified public accountants, management, and corporate audit to
review the work of each and to ensure that each is properly discharging its
financial reporting and internal control responsibilities. To ensure complete
independence, the certified public accountants and corporate audit have full and
free access to the Audit Committee to discuss the results of their audits, the
adequacy of internal accounting controls and the quality of financial reporting.

January 12, 1994

George E. Howison
Senior Vice President and
Chief Financial Officer

Hays R. Warden
Vice President, Controller and
Chief Accounting Officer

33
<PAGE> 36

DIRECTORS OF BURLINGTON RESOURCES INC.

<TABLE>
<S> <C> <C>
John V. Byrne(1) James F. McDonald(1) Walter Scott, Jr.(2)
President President and Chief Chairman and President
Oregon State University Executive Officer Peter Kiewit Sons', Inc.
Scientific-Atlanta, Inc.
William E. Wall(2)
John C. Cushman, III(1) Thomas H. O'Leary Of Counsel, Siderius Lonergan
President and Chief Chairman of the Board,
Executive Officer President and (1) Audit Committee
Cushman Realty Corporation Chief Executive Officer (2) Compensation and
Burlington Resources Inc. Nominating Committee
S. Parker Gilbert(2)
Retired Chairman and Donald M. Roberts(1)
Managing Director Vice Chairman and Treasurer
Morgan Stanley Group Inc. United States Trust
Company of New York and
U.S. Trust Corporation

CORPORATE INFORMATION

PRINCIPAL CORPORATE OFFICE STOCK EXCHANGE LISTINGS Additional copies of this Annual Report
Burlington Resources Inc. New York Stock Exchange are available, without charge, by
5051 Westheimer, Suite 1400 Symbol: BR writing or calling:
P.O. Box 4239
Houston, Texas 77056 ANNUAL MEETING Corporate Secretary
(713) 831-1600 The Annual Meeting of Burlington Resources Inc.
Stockholders will be in 5051 Westheimer, Suite 1400
STOCK TRANSFER AGENT AND REGISTRAR Seattle, Washington, P.O. Box 4239
The First National Bank on March 17, 1994. Houston, Texas 77056
of Boston Formal notice of the (713) 831-1600
Shareholder Services meeting will be mailed
Mail Stop: 45-02-09 in advance.
P.O. Box 644
Boston, Massachusetts 02102
(617) 575-2900

</TABLE>

34
<PAGE> 37

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Directors of
Burlington Resources Inc.

Our report on the consolidated financial statements of Burlington Resources
Inc. as of December 31, 1993 and 1992, and for each of the three years in the
period ended December 31, 1993, is included on page 25 of this 1993 Annual
Report on Form 10-K. In connection with our audits of such financial statements,
we have also audited the related financial statement schedules listed on Page 31
of this Annual Report on Form 10-K.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

COOPERS & LYBRAND

Houston, Texas
January 12, 1994

A-1
<PAGE> 38

SCHEDULE V

BURLINGTON RESOURCES INC.

PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
OTHER
BALANCE AT CHANGES BALANCE
BEGINNING ADDITIONS ADD AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS (DEDUCT) OF PERIOD
- --------------------------- ----------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
1993:
Oil and Gas Properties... $ 4,594,242 $ 501,191 $ 93,085 $ (14,343)(1) $5,027,312
39,307(2)
Plants and Pipelines..... 408,437 33,327 536 (39,307)(2) 401,921
Other.................... 158,332 18,866 38,777 138,421
----------- --------- ----------- --------- ----------
Total............ $ 5,161,011 $ 553,384 $ 132,398 $ (14,343) $5,567,654
----------- --------- ----------- --------- ----------
----------- --------- ----------- --------- ----------
1992:
Oil and Gas Properties... $ 4,416,155 $ 253,658 $ 75,902 $ (8,509)(1) $4,594,242
8,840
Plants and Pipelines..... 380,876 49,423 21,862 408,437
Other.................... 145,757 12,366 3,788 3,997 158,332
----------- --------- ----------- --------- ----------
Total............ $ 4,942,788 $ 315,447 $ 101,552 $ 4,328 $5,161,011
----------- --------- ----------- --------- ----------
----------- --------- ----------- --------- ----------
1991:
Oil and Gas Properties... $ 3,650,571 $ 434,740 $ 59,118 $ (12,452)(1) $4,416,155
402,414(3)
Plants and Pipelines..... 335,525 55,476 3,449 (6,676) 380,876
Other.................... 550,776 9,940 71,982 6,455 145,757
(349,432)(3)
----------- --------- ----------- --------- ----------
Total............ $ 4,536,872 $ 500,156 $ 134,549 $ 40,309 $4,942,788
----------- --------- ----------- --------- ----------
----------- --------- ----------- --------- ----------
</TABLE>

- ---------------

(1) Exploration costs.

(2) Transfers.

(3) Primarily transfers from El Paso Natural Gas Company.

See accompanying Notes to Consolidated Financial Statements

A-2
<PAGE> 39

SCHEDULE VI

BURLINGTON RESOURCES INC.

ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES BALANCE
BEGINNING COSTS AND ADD AT END
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS (DEDUCT) OF PERIOD
- ---------------------------- ----------- ------------ ------------- --------- -----------
<S> <C> <C> <C> <C> <C>
1993:
Oil and Gas Properties.... $ 1,241,910 $248,505 $63,150 $13,830(1) $ 1,455,910
14,815(2)
Plants and Pipelines...... 102,483 19,488 617 (14,815)(2) 106,539
Other..................... 72,338 17,265 20,111 69,492
----------- ------------ ------------- --------- -----------
Total............. $ 1,416,731 $285,258 $83,878 $13,830 $ 1,631,941
----------- ------------ ------------- --------- -----------
----------- ------------ ------------- --------- -----------
1992:
Oil and Gas Properties.... $ 1,066,695 $223,495 $65,500 $10,992(1) $ 1,241,910
6,228
Plants and Pipelines...... 105,101 15,772 18,024 (366) 102,483
Other..................... 59,365 16,736 3,726 (37) 72,338
----------- ------------ ------------- --------- -----------
Total............. $ 1,231,161 $256,003 $87,250 $16,817 $ 1,416,731
----------- ------------ ------------- --------- -----------
----------- ------------ ------------- --------- -----------
1991:
Oil and Gas Properties.... $ 840,154 $197,899 $43,502 $18,300(1) $ 1,066,695
53,844(3)
Plants and Pipelines...... 94,111 13,471 2,481 105,101
Other..................... 120,590 12,604 22,127 (51,702)(3) 59,365
----------- ------------ ------------- --------- -----------
Total............. $ 1,054,855 $223,974 $68,110 $20,442 $ 1,231,161
----------- ------------ ------------- --------- -----------
----------- ------------ ------------- --------- -----------
</TABLE>

- ---------------

(1) Exploration costs.

(2) Transfers.

(3) Primarily transfers from El Paso Natural Gas Company.

See accompanying Notes to Consolidated Financial Statements

A-3
<PAGE> 40

SCHEDULE X

BURLINGTON RESOURCES INC.

SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
CHARGED TO
COSTS AND
ITEM EXPENSES
- ---------------------------------------------------------------------------------- ----------
<S> <C>
1993
Maintenance and repairs......................................................... $ 6,168
Taxes, other than payroll and income taxes:
Property..................................................................... 19,438
Production and other......................................................... 58,872
1992
Maintenance and repairs......................................................... $ 5,265
Taxes, other than payroll and income taxes:
Property..................................................................... 18,463
Production and other......................................................... 51,895
1991
Maintenance and repairs......................................................... $ 4,120
Taxes, other than payroll and income taxes:
Property..................................................................... 15,192
Production and other......................................................... 39,816
</TABLE>

- ---------------

Note: Items omitted are either less than 1 percent of consolidated revenues
or disclosed in the Consolidated Financial Statements or notes
thereto.

A-4
<PAGE> 41

UNDERTAKINGS

For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into the registrant's Registration Statements on Form S-8, Nos.
33-22493 (filed June 15, 1988), 33-25807 (filed December 1, 1988), 33-26024
(filed December 12, 1988), 2-97533 (filed December 29, 1989), 33-33626 (filed
March 1, 1990), and 33-46518 (filed March 19, 1992):

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

A-5
<PAGE> 42

BURLINGTON RESOURCES INC.

AMENDED EXHIBIT INDEX

The following exhibits are filed as part of this report.

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- -------------------------------------------------------------------------- ------
<S> <C> <C>
3.1 Certificate of Incorporation of Burlington Resources Inc., as amended
(Exhibit 3.1 to Form 8, filed March 1990)................................. *
3.2 By-Laws of Burlington Resources Inc. as amended (Exhibit 3.2 to Form 8,
filed March 1993)......................................................... *
4.1 Form of Rights Agreement dated as of December 16, 1988, between Burlington
Resources Inc. and The First National Bank of Boston which includes, as
Exhibit A thereto, the form of Certificate of Designation specifying terms
of the Series A Preferred Stock and, as Exhibit B thereto, the form of
Rights Certificate (Exhibit 1 to Form 8-A, filed December 1988)........... *
Amendment No. 1 to Form of Rights Agreement (Exhibit 2 to Form 8-K, filed
March 1989)............................................................... *
4.2 Indenture, dated as of June 15, 1990, between the registrant and Citibank,
N.A., including Form of Debt Securities (Exhibit 4.2 to Form 8, filed
February 1992)............................................................ *
4.3 Indenture, dated as of October 1, 1991, between the registrant and
Citibank, N.A., including Form of Debt Securities (Exhibit 4.3 to Form 8,
filed February 1992)...................................................... *
4.4 Indenture, dated as of April 1, 1992, between the registrant and Citibank,
N.A., including Form of Debt Securities (Exhibit 4.4 to Form 8, filed
March 1993)............................................................... *
10.1 Tax Sharing Agreement between the registrant and BNI, dated as of May 26,
1988 (Exhibit 10.1 to Form S-1, No. 33-22267, filed June 1988)............ *
10.2 The 1988 Burlington Resources Inc. Stock Option Incentive Plan as amended
(Exhibit 10.4 to Form 8, filed March 1993)................................ *
10.3 Burlington Resources Inc. Incentive Compensation Plan as amended (Exhibit
10.5 to Form 8, filed March 1993)......................................... *
10.4 Burlington Resources Inc. Senior Executive Survivor Benefit Plan dated as
of January 1, 1989 (Exhibit 10.11 to Form 8, filed February 1989)......... *
10.5 Burlington Resources Inc. Deferred Compensation Plan dated as of January
1, 1989 (Exhibit 10.12 to Form 8, filed February 1989).................... *
Amendment No. 1 to Burlington Resources Inc. Deferred Compensation Plan
(Exhibit 10.12 to Form 8, filed February 1991)............................ *
10.6 Burlington Resources Inc. Supplemental Benefits Plan as amended and
restated January 1, 1990 (Exhibit 10.14 to Form 8, filed February 1992)... *
10.7 Employment Contracts between Burlington Resources Inc. and Richard M.
Bressler, Thomas H. O'Leary, Travis H. Petty and Donald W. Clayton
(Exhibit 10.14 to Form 8, filed February 1989)............................ *
Amendments to Employment Contracts between Burlington Resources Inc. and
Thomas H. O'Leary and Travis H. Petty (Exhibit 10.14 to Form 8, filed
March 1990)............................................................... *
Amendments to Employment Contracts between Burlington Resources Inc. and
Thomas H. O'Leary and Donald W. Clayton (Exhibit 10.15 to Form 8, filed
February 1992)............................................................ *
10.8 Employment Contracts between Meridian Oil Inc. and George E. Howison and
Bobby S. Shackouls........................................................
Amendment to Employment Contract between Burlington Resources Inc. and
Thomas H. O'Leary.........................................................
</TABLE>

A-6
<PAGE> 43

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ------
<S> <C> <C>
10.9 Burlington Resources Inc. Compensation Plan for Non-Employee Directors
(Exhibit 10.18 to Form S-8, No. 33-33626, filed March 1990)............... *
Amendment No. 1 to Burlington Resources Inc. Compensation Plan for Non-
Employee Directors (Exhibit 10.19 to Form 8, filed February 1992)......... *
10.10 Burlington Resources Inc. Key Executive Severance Protection Plan as
amended June 8, 1989 (Exhibit 10.20 to Form 8, filed February 1992)....... *
10.11 Burlington Resources Inc. Retirement Savings Plan (Exhibit Amendment No. 1
to Form S-8, No. 2-97533, filed December 1989)............................ *
Amendment No. 1 to Burlington Resources Inc. Retirement Savings Plan (Ex-
hibit 10.15 to Form 8, filed March 1993).................................. *
Amendment No. 2 to Burlington Resources Inc. Retirement Savings Plan (Ex-
hibit 10.21 to Form 8, filed February 1992)............................... *
Amendment No. 3 to Burlington Resources Inc. Retirement Savings Plan (Ex-
hibit 10.15 to Form 8, filed March 1993).................................. *
10.12 Burlington Resources Inc. Retirement Income Plan for Directors (Exhibit
10.21 to Form 8, filed February 1991)..................................... *
10.13 Burlington Resources Inc. 1991 Director Charitable Award Plan, dated as of
January 16, 1991 (Exhibit 10.22 to Form 8, filed February 1991)........... *
10.14 Master Separation Agreement and documents related thereto dated January
15, 1992 by and among Burlington Resources Inc., El Paso Natural Gas
Company and Meridian Oil Holding Inc., including exhibits (Exhibit 10.24
to Form 8, filed February 1992)........................................... *
10.15 Burlington Resources Inc. 1992 Stock Option Plan for Non-employee
Directors (Exhibit 28.1 of Form S-8, No. 33-46518, filed March 1992)...... *
10.16 Burlington Resources Inc. Key Executive Retention Plan and Amendments No.
1 and 2 (Exhibit 10.20 to Form 8, filed March 1993)....................... *
10.17 Amendments No. 3 and 4 to the Burlington Resources Inc. Key Executive
Retention Plan............................................................
10.18 Burlington Resources Inc. 1992 Performance Share Unit Plan (Exhibit 10.21
to Form 8, filed March 1993).............................................. *
10.19 Burlington Resources Inc. Severance Plan and Amendments No. 1 and 2 (Ex-
hibit 10.22 to Form 8, filed March 1993).................................. *
10.20 Amendments No. 3, 4 and 5 to the Burlington Resources Inc. Severance
Plan......................................................................
10.21 $900 million Revolving Credit Agreement, dated as of April 21, 1992,
between Burlington Resources Inc. and Citibank, N.A., as agent (Exhibit
10.23 to Form 8, filed March 1993)........................................ *
10.22 Burlington Resources Inc. 1993 Stock Incentive Plan.......................
11.1 Earnings Per Share Computation............................................
12.1 Ratio of Earnings to Fixed Charges........................................
21.1 Subsidiaries of Registrant................................................
23.1 Consent of Coopers & Lybrand..............................................
</TABLE>

- ---------------

*Exhibit incorporated by reference as indicated.

A-7

<PAGE> 1
EXHIBIT 10.8
April 30, 1993

Mr. George E. Howison
5223 153rd Court SE
Bellevue WA 98006

Dear Mr. Howison:

This letter will confirm the agreement for your employment with
Meridian Oil Inc. ("Company").

1. Position and Term. The Company agrees to employ you and you
agree to act as its President and Chief Executive Officer during the period
commencing on May 1, 1993 and ending on April 30, 1998.

2. Base Salary. Your minimum salary will be $450,000 per annum
or such higher rate as may be fixed from time to time by the Compensation and
Nominating Committee of the Board of Directors ("Compensation Committee") of
Burlington Resources Inc. ("BR").

3. Incentive Compensation, Long-Term Incentives and Other
Benefits. You will participate with other senior executives of the Company in
compensation and benefit plans in effect from time to time including the
Incentive Compensation Plan, the Stock Option Incentive Plan, the Performance
Share Unit Plan, the Deferred Compensation Plan, the Supplemental Benefits
Plan, the Senior Executive Survivor Benefit Plan, the Key Executive Severance
Protection Plan and any other plan or perquisites available to other executives
at your level of responsibility in the Company, including a company automobile
and company-provided country and luncheon club memberships. You will also
participate in health, retirement, survivor and disability plans available to
all employees of the Company. You understand that these plans may be amended,
modified or terminated at any time. All plans referenced in this agreement are
BR plans.

Your maximum bonus opportunity under the Incentive Compensation Plan
will be 100% of base salary. Annual bonuses are determined by the Compensation
Committee based on Company and individual performance.

At the next meeting of the Compensation Committee, currently scheduled
in July, management will recommend an additional grant under the Performance
Share Unit Plan of 55,600 units for the performance period ending in 1996.

Under the current long-term incentive program, you are eligible for an
annual grant of 22,500 stock options. At the December meeting of the
Compensation Committee, management will recommend such grant.
<PAGE> 2
Mr. G.E. Howison
April 30, 1993
Page 2

4. Supplemental Pension Benefit. You are a participant under the
qualified Pension Plan and non-qualified Supplemental Benefits Plan. If you
are still employed by the Company at age 55, you will receive upon your
retirement a supplemental pension benefit equal to the difference between the
benefit calculated using your actual service and the benefit calculated
assuming you started employment at age 30. This supplemental pension benefit
will be calculated using the provisions of the qualified Pension Plan and the
non-qualified Supplemental Benefits Plan in effect at the time of your
retirement. This benefit is a non-qualified, unfunded deferred compensation
arrangement.

If your employment is terminated by the Company for any reason before
age 55, other than as a result of your death, permanent disability or for
Cause, or is terminated by you for Good Reason, you will receive a supplemental
pension benefit calculated using the formula in the Key Executive Retention
Plan. This benefit will be calculated assuming you started employment at age
30. The terms Cause and Good Reason are defined in the Key Executive Severance
Protection Plan.

5. Severance Benefit. If your employment is terminated by the
Company for any reason before April 30, 1998, other than as a result of your
death, permanent disability or for Cause, or is initiated by you for Good
Reason, the Company will pay you within 10 days after the date of termination
an amount equal to the product of the number of whole and partial months
remaining from the date of your termination until April 30, 1998, times your
then current monthly base salary.

6. Coordination With Other Plans. If your termination entitles
you to benefits under the (i) Key Executive Severance Protection Plan, or (ii)
the Severance and Key Executive Retention Plans, you may elect to receive the
greater of the benefits payable under this agreement or the benefits payable
under items (i) or (ii) above. Regardless of the benefit elections from above,
you will be eligible to receive the benefits related to the gross-up payment
for excise taxes under the Key Executive Severance Protection Plan.

7. Non-Competition. If you initiate the termination of your
employment with the Company other than for Good Reason during the term of this
agreement, you agree that you will not for a period of two years after your
termination be employed by, consult with, provide advice or information to,
otherwise perform services for, own, manage, operate, join, control or
participate in the ownership of more than 5% of the voting power of equity
securities of, management, operation or control of any Competitor (as defined
in this agreement) unless released by the Company from such obligation in
writing with respect to a specific situation. A Competitor is defined as any
entity that is engaged in any aspect of the oil and gas exploration, production
or marketing business in the mainland United States and whose assets associated
with such oil and gas business exceed $50 million.

8. Non-Disclosure. You agree that all reports, maps, data,
interpretations, plans and other information furnished to you or obtained or
developed by you while employed by the Company are and shall remain
confidential, and that you will not divulge, communicate or otherwise disclose
such reports, maps, data, interpretations, plans and other information
furnished to you or obtained or developed by you while employed by the Company
to any person, firm, corporation or entity other than to an authorized
representative of the Company. You agree that if your employment with the
Company is terminated, you will not discuss the Company's business, operations,
plans, strategies, personnel or business relationships or agreements with the
press or with any of the

<PAGE> 3
Mr. G.E. Howison
April 30, 1993
Page 3

Company's current or prospective customers or suppliers or with any other
person with which the Company has business relationships.

9. Non-Interference. For a period ending on the later of April
30, 1998 or two years after you terminate employment with the Company, you
agree not to in any way, either directly or indirectly, solicit any officer or
employee of the Company to leave and work for any other employer. During this
same period, you agree not to suggest to others that they approach or solicit
any officers or employees of the Company with respect to potential employment
elsewhere.

10. Severability and Enforcement. It is the desire of the parties
hereto that this agreement be enforced to the maximum extent permitted by law,
and should any provision contained herein be held unenforceable, the parties
hereby agree and consent that such provision will be reformed to make it a
valid and enforceable provision to the maximum extent permitted by law. Any
provision hereof not capable of such reformation and determined to be
prohibited by or unenforceable under applicable law of any jurisdiction will as
to such jurisdiction be deemed ineffective and deleted from this agreement
without affecting any other provision of this agreement.

In the event of a breach by you of any of the provisions of Sections
7, 8 or 9, you understand and agree that the Company may, in addition to any
other rights or remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and injunctive or
other relief in order to enforce or prevent any violations of such provisions.

In the event that either party to this agreement is reasonably
required to bring suit to enforce the terms of this agreement, the party
determined to be in breach or default shall pay the reasonable attorney's fees
and costs of the prevailing party.

You understand and agree that this Agreement is being executed by BR
on behalf of itself, the Company and each of their affiliates, and that all
rights of BR under this Agreement and all of your obligations and duties under
this Agreement will inure to the benefit of and may be enforced by the Company,
BR or any of their affiliates.

If the above correctly set forth our agreement, please sign the original and
return it to me. Please retain a copy for your records.

Very truly yours,

BURLINGTON RESOURCES INC.

By: Thomas H. O'Leary
-------------------------
Its: Chairman, President & CEO

Agreed to and accepted this 10th day of May, 1993

George E. Howison
<PAGE> 4
April 30, 1993

Mr. Bobby S. Shackouls
2101 Sunshine Point Drive
Kingwood TX 77345

Dear Mr. Shackouls:

This letter will confirm the agreement for your employment with
Meridian Oil Inc. ("Company").

1. Position and Term. The Company agrees to employ you and you
agree to act as its Executive Vice President and Chief Operating Officer during
the period commencing on June 1, 1993 and ending on April 30, 1998.

2. Base Salary. Your minimum salary will be $350,000 per annum
or such higher rate as may be fixed from time to time by the Compensation and
Nominating Committee of the Board of Directors ("Compensation Committee") of
Burlington Resources Inc. ("BR").

3. Incentive Compensation, Long-Term Incentives and Other
Benefits. You will participate with other senior executives of the Company in
compensation and benefit plans in effect from time to time including the
Incentive Compensation Plan, the Stock Option Incentive Plan, the Performance
Share Unit Plan, the Deferred Compensation Plan, the Supplemental Benefits
Plan, the Senior Executive Survivor Benefit Plan, the Key Executive Severance
Protection Plan and any other plan or perquisites available to other executives
at your level of responsibility in the Company, including a company automobile
and company-provided country and luncheon club memberships. You will also
participate in health, retirement, survivor and disability plans available to
all employees of the Company. You understand that the Company may amend,
modify or terminate these plans at any time. All plans referenced in this
agreement are BR plans.

At the next meeting of the Compensation Committee, currently scheduled
in July, management will recommend a grant under the Performance Share Unit
Plan of 48,000 units for the performance period ending in 1996.

Under the current long-term incentive program, you are eligible for an
annual grant of 12,000 stock options. At the December meeting of the
Compensation Committee, management will recommend such grant.
<PAGE> 5
Mr. B. S. Shackouls
April 30, 1993
Page 2

In consideration of the accrued unvested compensation and benefits
that you are forfeiting in terminating employment with your current employer,
the Company will establish a deferred compensation memorandum account under the
Supplemental Benefits Plan. This account will be credited with $350,000 as of
June 1, 1993 and will be further credited with interest as specified by the
Supplemental Benefits Plan (currently the Moody's average corporate bond rate).
This arrangement is an unfunded deferred compensation arrangement which will be
paid to you in a lump-sum upon your termination of employment with the Company.

6. Coordination With Other Plans. If your termination entitles
you to benefits under the Key Executive Severance Protection Plan, you may
elect to receive the benefits payable under this agreement in lieu of those
benefits. If you elect to receive the benefits under this agreement, you will
nevertheless be eligible to receive the additional benefits related to the
gross-up payment for excise taxes under Article 6 of that plan.

<PAGE> 6
Mr. B. S. Shackouls
April 30, 1993
Page 3

representative of the Company. You agree that if your employment with the
Company is terminated, you will not discuss the Company's business, operations,
plans, strategies, personnel or business relationships or agreements with the
press or with any of the Company's current or prospective customers or
suppliers or with any other person with which the Company has business
relationships.

If the above correctly set forth our agreement, please sign the original and
return it to me. Please retain a copy for your records.

Very truly yours,

BURLINGTON RESOURCES INC.

By: Thomas H. O'Leary
-------------------------
Its: Chairman, President & CEO

Agreed to and accepted this 3rd day of May, 1993

Bobby S. Shackouls
- -------------------------
<PAGE> 7
AMENDMENT OF EMPLOYMENT AGREEMENT

Recommend Adoption of the Following Resolutions:

RESOLVED, that the Board of Directors of the Company deems it
advisable and in the best interests of the Company and its stockholders to amend
the Employment Agreement between Thomas H. O'Leary and the Company, dated
October 20, 1988, as amended, to provide that the supplemental pension benefits
described in Section 4 of the Agreement will vest as of the date hereof.

RESOLVED, that the proper officers of the Company be, and they hereby
are, authorized on behalf of the Company to execute an amendment to said
Employment Agreement and to take any other actions such officers deem necessary
or appropriate to carry out the intent of the foregoing resolutions.

Meeting of the Compensation and Nominating
Committee of the Board Directors
Burlington Resources Inc.
December 8, 1993

<PAGE> 1
EXHIBIT 10.17
THIRD AMENDMENT TO THE
BURLINGTON RESOURCES INC.
KEY EXECUTIVE RETENTION PLAN

The Burlington Resources Inc. Key Executive Retention Plan ("Plan"), as adopted
effective March 1, 1992, is amended as follows pursuant to Section 8.1 of the
Plan, effective June 1, 1993.

1. Section 3.1(d) shall be amended by replacing the chart in its
entirety with the following:

Amount of Benefit Payable to:
-----------------------------
<TABLE>
<CAPTION>
Termination from: Senior Vice President Vice President and Controller
- ------------------- --------------------- -----------------------------
<S> <C> <C>
3/1/92 - 6/30/92 $ 675,000 $360,000
7/1/92 - 12/30/92 1,195,000 635,000
12/31/92 - 12/30/93 1,375,000 665,000
12/31/93 - 12/30/94 925,000 495,000
12/31/94 or later 600,000 320,000
</TABLE>

2. The following new Section 2.3 shall be inserted immediately
following Section 2.2 Termination of Participation:

2.3 Waiver of Participation

Each Eligible Employee may elect to waive the right to
be a Participant in the Plan. Any such waiver must be
made in writing and will contain such terms and
conditions as the Eligible Employee and the Company may
agree upon, including without limitation the right to
waive participation retroactive to the date
participation began and the right to rescind the waiver
in certain circumstances.

3. Section 3.1(a)(6) shall be amended by replacing "January 1, 1992"
with "January 1 of the year in which the Participant's Termination
Date occurs".

BY BURLINGTON RESOURCES INC.

By: Harold E. Haunschild
-------------------------------
M.A. Salin
- -------------------- Its: V.P., Human Resources
Witness -------------------------------

(CORPORATE SEAL)
<PAGE> 2
FOURTH AMENDMENT TO
THE BURLINGTON RESOURCES INC.
KEY EXECUTIVE RETENTION PLAN

The Burlington Resources Inc. Key Executive Retention Plan ("Plan"),
as adopted effective March 1, 1992, is amended as follows pursuant to Section
8.1, Amendment or Termination, of the Plan, effective November 1, 1993:

1. Section 1.18, Termination Date, shall be amended by adding the
following new sentence at the end thereof:

Notwithstanding the foregoing, with respect to those
Participants whose vesting is accelerated as of November 1,
1993, in accordance with Section 5.1, Vesting, Termination
Date means March 31, 1994, and with respect to the Participant
whose vesting is accelerated as of January 1, 1994, in
accordance with Section 5.1, Vesting, Termination Date means
June 30, 1994.

2. Section 3.1(a)(6), Employer Discretionary Contributions, shall be
amended in its entirety to read as follows:

Determine the present value of the benefits determined in (3)
through (5) above based on the UP84 mortality table and the
greater of 4.25 percent or the immediate PBGC interest rate in
effect during the month in which the distribution occurs.

3. That portion of Section 3.1(d) preceding the payment matrix is amended
to read as follows:

The amount determined under the following chart for a Senior
Vice President or the Vice President and Controller, depending
on Termination Date:

4. Section 4.1, Eligibility for Benefits, is amended by adding the
following sentence after the first sentence thereof:

Notwithstanding the foregoing, a Participant whose vesting is
accelerated as of November 1, 1993, in accordance with Section
5.1, Vesting, shall be eligible to receive a distribution of
that portion of his vested Account balance attributable to
Employer contributions pursuant to Sections 3.01(a), (c) and
(d) above as of December 1, 1993 and that portion of his
vested Account balance attributable to Employer contributions
pursuant to Section 3.01(b) above as of the date he actually
terminates from employment with the Employer. Also
notwithstanding the foregoing, the Participant whose vesting
is accelerated as of January 1, 1994, in accordance with
Section 5.1, Vesting, shall be eligible to receive a
distribution of that portion of his vested Account balance
attributable to Employer contributions pursuant to Sections
3.01(a), (c) and (d) above as of January 2, 1994 and of that
portion of his vested Account balance attributable to Employer
contributions pursuant to Section 3.01(b) above as of the date
he actually terminates from employment with the Employer.

5. Section 4.2, Time of Benefit Commencement, shall be amended by adding
the following sentence at the end thereof:

Notwithstanding the foregoing, with respect to a Participant
whose vesting is accelerated as of November 1, 1993, in
accordance with Section 5.1, Vesting, payment of that portion
of such Participant's vested Account balance attributable to
Employer contributions pursuant to Sections 3.01(a), (c) and
(d) above shall be completed within a reasonable period of
time after December 1, 1993, but in no event later than
December 31, 1993, and payment of that portion of the
Participant's vested Account balance attributable to Employer
contributions pursuant to Section 3.01(b) above shall be made
on the date he actually terminates from employment with the
Employer, or as soon as administratively practicable
thereafter. Also notwithstanding the foregoing, with respect
to the Participant whose vesting is accelerated as of January
1, 1994, in accordance with Section 5.1, Vesting, payment of
that portion of such Participant's vested Account balance
attributable to Employer contributions pursuant to Sections
3.01(a), (c) and (d) above shall be completed within a
reasonable period of time after January 2, 1994, and payment
of that portion of his vested Account balance attributable to
Employer contributions pursuant to Section 3.01(b) above shall
be made on the date he actually terminates from employment
with the Employer, or as soon as administratively practicable
thereafter.

6. Section 5.1, Vesting, is amended by adding the following new sentence
at the end thereof:

Notwithstanding the foregoing, all Eligible Employees who are
Participants in the Plan on November 1, 1993, except for the
Senior Vice President, shall become fully vested on such date.
The Senior Vice President shall become fully vested on January
1, 1994.

7. Appendix I to the Plan is updated to reflect the effects of the
foregoing amendments.

IN WITNESS WHEREOF, Burlington Resources Inc. has caused this
Fourth Amendment to be duly executed on this 16th day of December, 1993.

FOR BURLINGTON RESOURCES INC.

By: Harold E. Haunschild
----------------------------

Title: V. P. Human Resources
-------------------------

Margaret A. Salin
- ---------------------
Witness

(Corporate Seal)

<PAGE> 1
EXHIBIT 10.20
THIRD AMENDMENT TO THE
BURLINGTON RESOURCES INC.
SEVERANCE PLAN

The Burlington Resources Inc. Severance Plan ("Plan"), as adopted effective
March 1, 1992, is amended as follows pursuant to Section 6.1 of the Plan,
effective June 1, 1993.

1. The following new Section 2.3 shall be inserted immediately
following Section 2.2 Termination of Participation:

2.3 Waiver of Participation

BY BURLINGTON RESOURCES INC.

By: Harold E. Haunschild
--------------------------------
M.A. Salin Its: V.P. Human Resources
- ------------------ --------------------------------
Witness

(CORPORATE SEAL)
<PAGE> 2
FOURTH AMENDMENT TO THE
BURLINGTON RESOURCES INC.
SEVERANCE PLAN

The Burlington Resources Inc. Severance Plan ("Plan"), as adopted effective
March 1, 1992, is amended as follows pursuant to Section 6.1 of the Plan,
effective December 1, 1993.

1. Section 3.1 Amount of Benefit shall be amended by inserting the
following new paragraph after the last paragraph:

Notwithstanding the foregoing, each Participant whose
scheduled termination of employment date is in 1994 shall be
entitled to receive the benefit described in this Section 3.1 on
December 15, 1993, in lieu of receiving it upon the occurrence of
any of the events described in clauses (i) through (iv) in the first
paragraph above. Benefits shall be distributed to such Participants
within a reasonable time after December 15, 1993, provided that the
Participant has entered into a Severance Agreement and Release with
the Company, and that all applicable waiting periods have expired.

By BURLINGTON RESOURCES INC.

By: Harold E. Haunschild
--------------------------------

Margaret A. Salin Title: V.P. Human Resources
- --------------------- -----------------------------
Witness

(Corporate Seal)
<PAGE> 3
FIFTH AMENDMENT TO THE
BURLINGTON RESOURCES INC.
SEVERANCE PLAN

The Burlington Resources Inc. Severance Plan ("Plan"), as adopted effective
March 1, 1992, is amended as follows pursuant to Section 6.1 of the Plan,
effective January 1, 1994.

1. Section 3.1 Amount of Benefit shall be amended by inserting the
following new paragraph after the last paragraph:

For purposes of this section, the Senior Vice President of the
Employer, provided he has not waived participation pursuant to
Section 2.3, who is scheduled to terminate employment on June 30,
1994 shall be considered to have involuntarily terminated employment
on January 1, 1994. However, for benefit calculation purposes only,
such Participant shall be deemed to involuntarily terminate
employment on June 30, 1994. This acceleration of payment provision
will result in early payment of amounts which would otherwise have
been paid following June 30, 1994. The Participant who receives an
accelerated payment under this provision is not entitled to receive
any further payment under the Plan upon actual termination of
employment, whether such termination occurs on June 30, 1994 or some
other date.

IN WITNESS WHEREOF, Burlington Resources Inc. has caused this Fifth Amendment
to be duly executed on this 1st day of January, 1994.

FOR BURLINGTON RESOURCES INC.

By: Harold E. Haunschild
-------------------------------

Margaret A. Salin Title: V.P. Human Resources
- ---------------------- --------------------------------
Witness

(Corporate Seal)

<PAGE> 1

EXHIBIT 10.22

1993 BURLINGTON RESOURCES INC.

STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the 1993 Burlington Resources Inc. Stock Incentive Plan (the
"Plan") is to promote the interests of Burlington Resources Inc. (the "Company")
and its stockholders by strengthening the Company's ability to attract and
retain officers and key employees in the employ of the Company and its
subsidiaries by furnishing suitable recognition of their ability and industry
which contributed materially to the success of the Company and to align the
interests and efforts of the Company's officers and key employees to the long
term interests of the Company's stockholders. The Plan provides for the grant of
stock options, stock appreciation rights, limited stock appreciation rights,
restricted stock and stock purchase rights in accordance with the terms and
conditions set forth below.

SECTION 2. DEFINITIONS

Unless otherwise required by the context, the following terms when used in
the Plan shall have the meanings set forth in this Section 2:

2.1 BENEFICIARY

The person or persons designated by the Participant pursuant to Section
6.4(f) to whom payments are to be paid pursuant to the terms of the Plan in the
event of the Participant's death.

2.2 BOARD OF DIRECTORS

The Board of Directors of the Company.

2.3 BONUS

The annual incentive award paid by the Company or any Subsidiary under its
Incentive Compensation Plan or any successor or similar plans during any
calendar year to any employee thereof, including officers and directors of the
Company who are full-time, salaried employees, in recognition of performance of
services to the Company or its Subsidiaries.

2.4 CAUSE

The Company may terminate the Participant's employment for Cause. A
termination for Cause is a termination evidenced by a resolution adopted in good
faith by two-thirds (2/3) of the Board of Directors that the Participant (a)
willfully and continually failed to substantially perform the Participant's
duties with the Company (other than a failure resulting from the Participant's
incapacity due to physical or mental illness), which failure continued for a
period of at least thirty (30) days after a written notice of demand for
substantial performance was delivered to the Participant specifying the manner
in which the Participant failed to substantially perform or (b) willfully
engaged in conduct which is demonstrably and materially injurious to the
Company, monetarily or otherwise; provided, however, that no termination of the
Participant's employment shall be for Cause as set forth in clause (b) above
until (i) there shall have been delivered to the Participant a copy of a written
notice setting forth that the Participant was guilty of the conduct set forth in
clause (b) above and specifying the particulars thereof in detail and (ii) the
Participant shall have been provided an opportunity to be heard by the Board of
Directors (with the assistance of the Participant's counsel if the Participant
so desires). No act, or failure to act, on the Participant's part shall be
considered "willful" unless the Participant has acted, or failed to act, with an
absence of good faith and without a reasonable belief that the Participant's
action or failure to act was in the best interest of the Company.
Notwithstanding

A-1

<PAGE> 2

anything contained in the Plan to the contrary, no failure to perform by the
Participant after notice of termination is given by the Participant shall
constitute Cause.

2.5 CHANGE IN CONTROL

As used in the Plan, a Change in Control shall be deemed to occur (a) if
any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
twenty percent (20%) or more of the combined voting power of the Company's
then-outstanding securities, (b) upon the first purchase of the Common Stock
pursuant to a tender or exchange offer (other than a tender or exchange offer
made by the Company), (c) upon the approval by the Company's stockholders of a
merger or consolidation, a sale or disposition of all or substantially all the
Company's assets or a plan of liquidation or dissolution of the Company, or (d)
if, during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors cease for any reason
to constitute at least a majority thereof, unless the election or nomination for
the election by the Company's stockholders of each new director was approved by
a vote of at least two-thirds (2/3) of the directors then still in office who
were directors at the beginning of the period.

2.6 CODE

The Internal Revenue Code of 1986, as amended and in effect from time to
time, and the temporary or final regulations of the Secretary of the U.S.
Treasury adopted pursuant thereto.

2.7 COMMON STOCK

The Common Stock of the Company, $.01 par value per share, or such other
class of shares or other securities as may be applicable pursuant to the
provisions of Section 5.

2.8 EXCHANGE ACT

The Securities Exchange Act of 1934, as amended.

2.9 FAIR MARKET VALUE

As applied to a specific date, the mean between the highest and lowest
quoted selling prices at which Common Stock was sold on such date as reported in
the NYSE-Composite Transactions by The Wall Street Journal on such date or, if
no Common Stock was traded on such date, on the next preceding day on which
Common Stock was so traded. Notwithstanding the foregoing, upon the exercise,

(a) during the thirty (30) day period following a Change in Control,
of a stock appreciation right or of a limited stock appreciation right
granted in connection with a Nonqualified Option more than six (6) months
prior to a Change in Control or

(b) during the seven (7) month period following a Change in Control,
of a stock appreciation right or of a limited stock appreciation right
granted in connection with a Nonqualified Option to an Insider Participant
less than six (6) months prior to a Change in Control,

Fair Market Value on the date of exercise shall be deemed to be the greater of
(i) the highest price per share of Common Stock as reported in the
NYSE-Composite Transactions by The Wall Street Journal during the sixty (60) day
period ending on the day preceding the date of exercise of the stock
appreciation right or the limited stock appreciation right, as the case may be,
and (ii) if the Change in Control is one described in clause (b) or (c) of
Section 2.5, the highest price per share paid for Common Stock in connection
with such Change in Control.

A-2

<PAGE> 3

2.10 GOOD REASON

The occurrence of any of the following events or conditions:

(a) a change in the Participant's status, title, position or
responsibilities (including reporting responsibilities) which, in the
Participant's reasonable judgment, represents a substantial reduction of
the status, title, position or responsibilities as in effect immediately
prior thereto; the assignment to the Participant of any duties or
responsibilities which, in the Participant's reasonable judgment, are
inconsistent with such status, title, position or responsibilities; or any
removal of the Participant from or failure to reappoint or reelect the
Participant to any of such positions, except in connection with the
termination of the Participant's employment for Cause, for Permanent
Disability or as a result of his or her death, or by the Participant other
than for Good Reason;

(b) a reduction in the Participant's annual base salary;

(c) the Company's requiring the Participant (without the consent of
the Participant) to be based at any place outside a thirty-five (35) mile
radius of his or her place of employment prior to a Change in Control,
except for reasonably required travel on the Company's business which is
not materially greater than such travel requirements prior to the Change in
Control;

(d) the failure by the Company to (i) continue in effect any material
compensation or benefit plan in which the Participant was participating at
the time of the Change in Control, including, but not limited to, the Plan,
the Burlington Resources Inc. Pension Plan, the Burlington Resources Inc.
Supplemental Benefits Plan, the Burlington Resources Inc. Incentive
Compensation Plan, the Burlington Resources Inc. Deferred Compensation
Plan, and the Burlington Resources Inc. Retirement Savings Plan, or (ii)
provide the Participant with compensation and benefits at least equal (in
terms of benefit levels and/or reward opportunities) to those provided for
under each employee benefit plan, program and practice as in effect
immediately prior to the Change in Control (or as in effect following the
Change in Control, if greater);

(e) any material breach by the Company of any provision of the Plan;
or

(f) any purported termination of the Participant's employment for
Cause by the Company which does not otherwise comply with the terms of the
Plan.

2.11 INCENTIVE STOCK OPTION

An option intended to meet the requirements of an Incentive Stock Option as
defined in Section 422 of the Code, as in effect at the time of grant of such
option, or any statutory provision that may hereafter replace such Section.

2.12 INSIDER PARTICIPANT

Any person who is selected by the Plan Administrator to receive options,
stock appreciation rights, limited stock appreciation rights, Restricted Stock
and/or Stock Purchase Rights hereunder and who is subject to the requirements of
Section 16 of the Exchange Act, and the rules and regulations issued thereunder.

2.13 MAXIMUM ANNUAL EMPLOYEE GRANT

The Maximum Annual Employee Grant set forth in Section 6.1.

2.14 NONQUALIFIED OPTION

An option not intended to meet the requirements of an Incentive Stock
Option.

2.15 OPTION PRICE

The price per share of Common Stock at which each option is exercisable.

A-3

<PAGE> 4

2.16 PARTICIPANT

An eligible employee to whom an option, stock appreciation right, limited
stock appreciation right, Restricted Stock or Stock Purchase Right is granted
under the Plan as set forth in Section 4.

2.17 PERFORMANCE SHARE UNIT

A Performance Share Unit awarded under the Performance Unit Plan, which has
become payable under the Performance Unit Plan.

2.18 PERFORMANCE UNIT PLAN

The Company's 1992 Performance Share Unit Plan or any successor or similar
plans.

2.19 PERMANENT DISABILITY

A Participant shall be deemed to have a Permanent Disability for purposes
of the Plan if the Chief Executive Officer of the Company shall find upon the
basis of medical evidence satisfactory to the Chief Executive Officer that the
Participant is totally disabled, whether due to a physical or mental condition,
so as to be prevented from engaging in further employment by the Company or any
Subsidiary, and that such disability will be permanent and continuous during the
remainder of the Participant's life; provided, however, that for officers and
directors of the Company who are subject to Section 16 of the Exchange Act, such
determination shall be made by the Plan Administrator.

2.20 PLAN ADMINISTRATOR

The Board of Directors or the committee appointed and/or authorized
pursuant to Section 3 to administer the Plan.

2.21 PURCHASE DATE

For any Stock Purchase Right, a date within thirty (30) days after the date
any Bonus is paid or any Performance Share Unit becomes payable, which date
shall be the only date on which such Stock Purchase Right may be exercised.

2.22 RESTRICTED STOCK

Common Stock granted under the Plan that is subject to the requirements of
Section 9 and such other restrictions as the Plan Administrator deems
appropriate.

2.23 RULE 16B-3

Rule 16b-3 of the General Rules and Regulations under the Exchange Act.

2.24 STOCK PURCHASE PRICE

The price per share of Common Stock acquired upon exercise of a Stock
Purchase Right as determined by the Plan Administrator, which price shall not be
less than seventy-five percent (75%) of the Fair Market Value of a share of
Common Stock on the Purchase Date.

2.25 STOCK PURCHASE RIGHT

A right to purchase Common Stock granted under the Plan.

2.26 SUBSIDIARY

An entity that is designated by the Plan Administrator as a subsidiary for
purposes of the Plan and that is a corporation (or other form of business
association that is treated as a corporation for tax purposes) of which

A-4

<PAGE> 5

shares (or other ownership interests) having more than fifty percent (50%) of
the voting power are owned or controlled, directly or indirectly, by the Company
so as to qualify as a "subsidiary corporation" (within the meaning of Section
424(f) of the Code).

SECTION 3. ADMINISTRATION

3.1 The Plan shall be administered by the Board of Directors or, in the
event the Board of Directors shall appoint and/or authorize a committee or
committees to administer the Plan, by such committee or committees. The
administrator of the Plan shall hereinafter be referred to as the "Plan
Administrator."

In the event a member of the Board of Directors (or the committee) may be
eligible, subject to the restrictions set forth in Section 4, to participate in
or receive or hold options, stock appreciation rights, limited stock
appreciation rights, Restricted Stock and/or Stock Purchase Rights under the
Plan, no member of the Board of Directors or the committee shall vote with
respect to the granting of options, stock appreciation rights, limited stock
appreciation rights, Restricted Stock and/or Stock Purchase Rights hereunder to
himself or herself, as the case may be, and, if state corporate law does not
permit a committee to grant options, stock appreciation rights, limited stock
appreciation rights, Restricted Stock and Stock Purchase Rights to directors,
then any option, stock appreciation right, limited stock appreciation right,
Restricted Stock or Stock Purchase Right granted under the Plan to a director
for his or her services as such shall be approved by the full Board of
Directors.

The members of any committee serving as Plan Administrator shall be
appointed by the Board of Directors for such term as the Board of Directors may
determine. The Board of Directors may from time to time remove members from, or
add members to, the committee. Vacancies on the committee, however caused, may
be filled by the Board of Directors.

With respect to grants made under the Plan to officers and directors of the
Company who are subject to Section 16 of the Exchange Act, the Plan
Administrator shall be constituted at all times so as to meet the requirements
of Rule 16b-3 so long as any of the Company's equity securities are registered
pursuant to Section 12(b) or 12(g) of the Exchange Act.

3.2 Except for the terms and conditions explicitly set forth in the Plan,
the Plan Administrator shall have full authority to construe and interpret the
Plan, to establish, amend and rescind rules and regulations relating to the
Plan, to select persons eligible to participate in the Plan, to grant options,
stock appreciation rights, limited stock appreciation rights, Restricted Stock
and Stock Purchase Rights thereunder, to administer the Plan, to make
recommendations to the Board of Directors, to take all such steps and make all
such determinations in connection with the Plan and the options, stock
appreciation rights, limited stock appreciation rights, Restricted Stock and
Stock Purchase Rights granted thereunder as it may deem necessary or advisable,
which determination shall be final and binding upon all Participants, so long as
such interpretation and construction with respect to Incentive Stock Options
correspond to the requirements of Section 422 of the Code. The Plan
Administrator shall cause the Company at its expense to take any action related
to the Plan which may be required or necessary to comply with the provisions of
any federal or state law or any regulations issued thereunder.

3.3 Each member of any committee acting as Plan Administrator, while
serving as such, shall be considered to be acting in his or her capacity as a
director of the Company. Members of the Board of Directors and members of any
committee acting under the Plan shall be fully protected in relying in good
faith upon the advice of counsel and shall incur no liability except for gross
negligence or willful misconduct in the performance of their duties.

3.4 The fact that a member of the Board of Directors is, or shall
theretofore have been or thereafter may be, a person who has received or is
eligible to receive an option, stock appreciation right, limited stock
appreciation right, Restricted Stock and/or Stock Purchase Right shall not
disqualify him or her from taking part in and voting at any time as a member of
the Board of Directors in favor of or against any amendment or repeal of the
Plan.

A-5

<PAGE> 6

SECTION 4. ELIGIBILITY

To be eligible for selection by the Plan Administrator to receive a grant
of an option, stock appreciation right, limited stock appreciation right,
Restricted Stock or Stock Purchase Right under the Plan, an individual must be
an officer or a key employee of the Company, or of any Subsidiary, as of the
date on which the Plan Administrator grants to such individual such option,
stock appreciation right, limited stock appreciation right, Restricted Stock or
Stock Purchase Right and a person who, in the judgment of the Plan
Administrator, holds a position of responsibility and is able to contribute
substantially to the Company's continued success.

SECTION 5. SHARES AVAILABLE FOR THE PLAN

5.1 Subject to Section 5.3, the maximum number of shares for which
options, stock appreciation rights, limited stock appreciation rights,
Restricted Stock and Stock Purchase Rights may at any time be granted under the
Plan is ten million (10,000,000) shares of Common Stock, all such shares to be
held in the Company's treasury or out of the authorized but unissued shares of
the Company, or partly out of each, as shall be determined by the Board of
Directors. Upon (a) the expiration or termination in whole or in part of
unexercised options, stock appreciation rights, limited stock appreciation
rights and Stock Purchase Rights or the surrender of an option, or portion
thereof, upon exercise of a related stock appreciation right for cash or of a
limited stock appreciation right or (b) to the extent permissible under Rule
16b-3, the forfeiture of Restricted Stock, shares of Common Stock which were
subject thereto shall again be available for grants of options, stock
appreciation rights, limited stock appreciation rights, Restricted Stock and
Stock Purchase Rights under the Plan.

5.2 Notwithstanding the foregoing, and subject to Section 5.3, the number
of shares for which Restricted Stock may be granted pursuant to Section 9 of the
Plan may not exceed one million (1,000,000) shares of Common Stock and the
number of shares which may issued upon exercise of Stock Purchase Rights granted
under Section 10 of the Plan may not exceed two million (2,000,000) shares of
Common Stock.

5.3 In the event of a recapitalization, stock split, stock dividend,
exchange of shares, merger, reorganization, change in corporate structure or
shares of the Company or similar event, the Board of Directors, upon the
recommendation of the Plan Administrator, may make appropriate adjustments in
the number of shares authorized for the Plan, the Maximum Annual Employee Grant
and, with respect to outstanding options, stock appreciation rights, limited
stock appreciation rights, Restricted Stock and Stock Purchase Rights, the Plan
Administrator may make appropriate adjustments in the number of shares and the
Option Price or Stock Purchase Price.

SECTION 6. STOCK OPTIONS

6.1 Options may be granted to eligible employees in such number and at
such times during the term of the Plan as the Plan Administrator shall
determine, the Plan Administrator taking into account the duties of the
respective employees, their present and potential contributions to the success
of the Company, and such other factors as the Plan Administrator shall deem
relevant in accomplishing the purposes of the Plan; provided, that the maximum
number of shares with respect to which an option or options may be granted to
any eligible employee in any one year will not exceed five hundred thousand
(500,000) shares (the "Maximum Annual Employee Grant"). The granting of an
option shall take place when the Plan Administrator by resolution, written
consent or other appropriate action determines to grant such an option to a
particular Participant at a particular price. Each option shall be evidenced by
a written instrument delivered by or on behalf of the Company containing
provisions not inconsistent with the Plan.

6.2 An option granted under the Plan may be either an Incentive Stock
Option or a Nonqualified Option.

6.3 Each provision of the Plan and each Incentive Stock Option granted
thereunder shall be construed so that each such option shall qualify as an
Incentive Stock Option, and any provision thereof that cannot be so construed
shall be disregarded, unless the Participant agrees otherwise. The total number
of shares which

A-6

<PAGE> 7

may be purchased upon the exercise of Incentive Stock Options granted under the
Plan shall not exceed the total specified in Section 5.1. Incentive Stock
Options, in addition to complying with the other provisions of the Plan relating
to options generally, shall be subject to the following conditions:

(a) A Participant must not, immediately before an Incentive Stock
Option is granted, own stock representing more than ten percent (10%) of
the voting power or value of all classes of stock of the Company or a
Subsidiary. This requirement is waived if (i) the Option Price of the
Incentive Stock Option to be granted is at least one hundred ten percent
(110%) of the Fair Market Value of the stock subject to the option,
determined at the time the option is granted, and (ii) the option is not
exercisable more than five (5) years from the date the option is granted.

(b) To the extent that the aggregate Fair Market Value (determined at
the time of the grant of the option) of the stock with respect to which
Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year exceeds One Hundred Thousand Dollars
($100,000), such options shall be treated as Nonqualified Options.

(c) Any other terms and conditions which the Plan Administrator
determines, upon advice of counsel, must be imposed for the option to be an
Incentive Stock Option.

6.4 Except as otherwise provided in Section 6.3, all Incentive Stock
Options and Nonqualified Options under the Plan shall be granted subject to the
following terms and conditions:

(a) OPTION PRICE

The Option Price shall be determined by the Plan Administrator at the time
of grant, but shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the date the option is granted.

(b) DURATION OF OPTIONS

Options shall be exercisable at such time and under such conditions as set
forth in the option grant, but in no event shall any Incentive Stock Option be
exercisable subsequent to the day before the tenth anniversary of the date on
which the option is granted, nor shall any other option be exercisable later
than the tenth anniversary of the date of its grant.

Subject to Section 6.4(j), an optionee may not exercise an option until he
or she has completed one (1) year of continuous employment with the Company or
one of its Subsidiaries from and including the date on which the option is
granted, or such longer period as the Plan Administrator may determine in a
particular case. This requirement is waived in the event of death or Permanent
Disability of an optionee before such period of continuous employment is
completed. Thereafter, shares of Common Stock covered by an option may be
purchased at one time or in such installments during the option period as may be
provided in the option grant. Any shares not purchased on the applicable
installment date may be purchased at one time or in such installments over the
balance of the option period as may be provided in the option grant. To the
extent that the right to purchase shares has accrued thereunder, options may be
exercised from time to time by written notice to the Company setting the number
of shares with respect to which the option is being exercised.

(d) PAYMENT

The purchase price of shares purchased under options shall be paid in full
to the Company upon the exercise of the option by delivery of consideration
equal to the product of the Option Price and the number of shares purchased.
Such consideration may be either (i) in cash or (ii) at the discretion of the
Plan Administrator, in Common Stock already owned by the Participant for at
least six (6) months, or any combination of cash and Common Stock. The Fair
Market Value of such Common Stock as delivered shall be valued as of the day
prior to delivery. The Plan Administrator can determine at the time the option
is granted that additional forms of payment will be permitted. To the extent
permitted by the Plan Administrator and applicable laws and regulations
(including, but not limited to, federal tax and securities laws and regulations

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and state corporate law), an option may also be exercised by delivery of a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company the amount of sale or loan proceeds to
pay the purchase price of shares purchased under the option. If specifically
authorized in the option grant, shares of Common Stock with a Fair Market Value
equal to all or a portion of the purchase price of shares purchased under
options may be withheld from the shares issuable to the Participant upon the
exercise of the option. The Fair Market Value of such Common Stock as is
withheld shall be valued as of the day prior to exercise of the option. In the
event an option grant to an Insider Participant provides that the purchase price
of shares purchased under options may be paid in whole or in part by having
shares with a Fair Market Value equal to all or a portion of the purchase price
withheld from the shares issuable to the optionee upon the exercise of the
option, the following restrictions shall apply. To the extent required for
compliance with Rule 16b-3, the withholding of shares issuable upon the exercise
of an option to pay the purchase price of shares acquired upon exercise of an
option by an Insider Participant must be approved by the Plan Administrator and
must be made (x) pursuant to an irrevocable election made six (6) months in
advance of the transaction, (y) during the period beginning on the third
business day following the date of release for publication of the quarterly or
annual summary statements of sales and earnings of the Company and ending on the
twelfth business day following such date, or (z) otherwise in accordance with
Rule 16b-3 and interpretations thereunder.

(e) RESTRICTIONS

The Plan Administrator shall determine and reflect in the option grant,
with respect to each option, the nature and extent of the restrictions, if any,
to be imposed on the shares of Common Stock which may be purchased thereunder,
including, but not limited to, restrictions on the transferability of such
shares acquired through the exercise of such options for such periods as the
Plan Administrator may determine and, further, that in the event a Participant's
employment by the Company or a Subsidiary terminates during the period in which
such shares are nontransferable, the Participant shall be required to sell such
shares back to the Company at such prices as the Plan Administrator may specify
in the option.

(f) NONTRANSFERABILITY OF OPTIONS

During a Participant's lifetime, an option may be exercisable only by the
Participant and options granted under the Plan and the rights and privileges
conferred thereby shall not be subject to execution, attachment or similar
process and may not be transferred, assigned, pledged or hypothecated in any
manner (whether by operation of law or otherwise) other than by will or by the
applicable laws of descent and distribution. Notwithstanding the foregoing, to
the extent permitted by applicable law and Rule 16b-3, the Plan Administrator
may permit a recipient of a Nonqualified Option to (i) designate in writing
during the Participant's lifetime a Beneficiary to receive and exercise the
Participant's Nonqualified Options in the event of such Participant's death (as
provided in Section 6.4(i)) or (ii) transfer a Nonqualified Option. Any other
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
option under the Plan or of any right or privilege conferred thereby, contrary
to the provisions of the Plan, or the sale or levy or any attachment or similar
process upon the rights and privileges conferred hereby, shall be null and void.

(g) PURCHASE FOR INVESTMENT

The Plan Administrator shall have the right to require that each
Participant or other person who shall exercise an option under the Plan, and
each person into whose name shares of Common Stock shall be issued pursuant to
the exercise of an option, represent and agree that any and all shares of Common
Stock purchased pursuant to such option are being purchased for investment only
and not with a view to the distribution or resale thereof and that such shares
will not be sold except in accordance with such restrictions or limitations as
may be set forth in the option. This Section 6.4(g) shall be inoperative during
any period of time when the Company has obtained all necessary or advisable
approvals from governmental agencies and has completed all necessary or
advisable registrations or other qualifications of shares of Common Stock as to
which options may from time to time be granted as contemplated in Section 11.

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(h) TERMINATION OF EMPLOYMENT

Upon the termination of a Participant's employment for any reason other
than death, the Participant's option shall be exercisable only to the extent
that it was then exercisable and, unless the term of the option expires sooner,
such option shall expire according to the following schedule; provided, however,
that the Plan Administrator may at any time determine in a particular case that
specific limitations and restrictions under the Plan shall not apply:

(i) Retirement

The option shall expire, unless exercised, thirty-six (36) months
after the Participant's retirement from the Company or any Subsidiary.

(ii) Disability

The option shall expire, unless exercised, thirty-six (36) months
after the Participant's Permanent Disability.

(iii) Termination With Approval

The option shall expire, unless exercised, thirty-six (36) months
after a Participant resigns or is terminated as an employee of the Company
or any Subsidiary, unless the Chief Executive Officer of the Company shall
have determined in a specific case that the option should terminate when
the Participant's employment status ceases; provided, however, that for
officers and directors who are subject to Section 16 of the Exchange Act,
such determination shall be made by the Plan Administrator.

(iv) Termination Following a Change in Control

The option shall expire, unless exercised, within thirty-six (36)
months of a Participant's termination of employment (other than a
termination by the Company for Cause or a voluntary termination by the
Participant other than for Good Reason) following a Change in Control,
provided that said termination of employment occurs within two (2) years
following a Change in Control.

(v) All Other Terminations

Except as provided in subparagraphs (iii) and (iv) above, the option
shall expire upon termination of employment.

Leaves of absence for such period and purposes conforming to the personnel
policy of the Company or of its Subsidiaries, as applicable, shall not be deemed
terminations or interruptions of employment.

(i) DEATH OF PARTICIPANT

Upon the death of a Participant, whether during the Participant's period of
employment or during the thirty-six (36) month period referred to in Section
6.4(h)(i), (ii) and (iii), the option shall expire, unless the term of the
option expires sooner, twelve (12) months after the date of the Participant's
death, unless the option is exercised within such twelve (12) month period by
the Participant's Beneficiary, legal representatives, estate or the person or
persons to whom the Participant's option rights shall have passed by will or the
laws of descent and distribution; provided, however, that the Plan Administrator
may determine in a particular case that specific limitations and restrictions
under the Plan shall not apply. Notwithstanding other Plan provisions pertaining
to the times at which options may be exercised, no option shall continue to be
exercisable, pursuant to Section 6.4(h) or this Section 6.4(i), at a time that
would violate the maximum duration of Section 6.4(b).

(j) CHANGE IN CONTROL

Notwithstanding other Plan provisions pertaining to the times at which
options may be exercised, all outstanding options, to the extent not then
currently exercisable, shall become exercisable in full upon the occurrence of a
Change in Control; provided, that the Plan Administrator may determine that such
acceleration will not occur if it would render unavailable "pooling of interest"
accounting treatment for any reorganization, merger or consolidation of the
Company. In no event, however, shall any intended Incentive

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Stock Option first become exercisable, pursuant to Section 6.4(c) or this
Section 6.4(j), without the consent of the Participant, if the result would be
to cause such option, when granted, not to be treated as an Incentive Stock
Option (whether by reason of the possible future violation of the annual
limitation of Section 6.3(b) or otherwise).

(k) RIGHTS AS STOCKHOLDER

A Participant shall have none of the rights of a stockholder until the
shares of Common Stock are issued to the Participant.

SECTION 7. STOCK APPRECIATION RIGHTS

7.1 The Plan Administrator may grant stock appreciation rights to eligible
employees in connection with any option granted under the Plan, either at the
time of the grant of such option or at any time thereafter during the term of
the option. Such stock appreciation rights shall cover the same shares covered
by the options (or such lesser number of shares of Common Stock as the Plan
Administrator may determine) and shall, except as provided in Section 7.3, be
subject to the same terms and conditions as the related options and such further
terms and conditions not inconsistent with the Plan as shall from time to time
be determined by the Plan Administrator.

7.2 Each stock appreciation right shall entitle the holder of the related
option to surrender to the Company unexercised the related option, or any
portion thereof, and to receive from the Company in exchange therefor an amount
equal to the excess of the Fair Market Value of one (1) share of Common Stock on
the date the right is exercised over the Option Price per share times the number
of shares covered by the option, or portion thereof, which is surrendered.
Payment shall be made in shares of Common Stock valued at Fair Market Value as
of the date the right is exercised, or in cash, or partly in shares and partly
in cash, at the discretion of the Plan Administrator; provided, however, that
payment shall be made solely in cash with respect to a stock appreciation right
which is exercised within seven (7) months following a Change in Control.
Notwithstanding the foregoing and to the extent required for compliance with
Rule 16b-3, a payment, in whole or in part, of cash upon exercise of a stock
appreciation right held by an Insider Participant may be made only if the Plan
Administrator approves such election to receive cash and the right is exercised
(a) during the period beginning on the third business day following the date of
release for publication of the quarterly or annual summary statements of sales
and earnings of the Company and ending on the twelfth business day following
such date or (b) otherwise in accordance with the provisions of Rule 16b-3 and
interpretations thereunder. Stock appreciation rights may be exercised from time
to time upon actual receipt by the Company of written notice stating the number
of shares of Common Stock with respect to which the stock appreciation right is
being exercised. The value of any fractional shares shall be paid in cash.

7.3 Stock appreciation rights are subject to the following restrictions:

(a) Each stock appreciation right shall be exercisable at such time
or times that the option to which it relates shall be exercisable or at
such other times as the Plan Administrator may determine; provided,
however, that stock appreciation rights granted to Insider Participants
shall not be exercisable until the Participant shall have completed a six
(6) month period of continuous employment with the Company or any
Subsidiary immediately following the date on which the stock appreciation
right is granted. In the event of death or Permanent Disability of a
Participant during employment but before the Participant has completed such
period of continuous employment, such stock appreciation right shall be
exercisable only within the period specified in the related option. In the
event of a Change in Control, the requirement that a Participant shall have
completed a six (6) month period of continuous employment is waived with
respect to a Participant who is employed by the Company at the time of the
Change in Control but who, within the six (6) month period, voluntarily
terminates employment for Good Reason or is terminated by the Company other
than for Cause; provided, that the Plan Administrator may determine that
such waiver will not occur if it would render unavailable "pooling of
interest" accounting treatment for any reorganization, merger or
consolidation of the Company. Notwithstanding the

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foregoing, a stock appreciation right may not be exercised for cash by an
Insider Participant under any circumstances until the expiration of the six
(6) month period following the date of grant.

(b) Except in the event of a Change in Control, the Plan
Administrator in its sole discretion may approve or deny in whole or in
part a request to exercise a stock appreciation right. Denial or approval
of such request shall not require a subsequent request to be similarly
treated by the Plan Administrator.

(c) The right of a Participant to exercise a stock appreciation right
shall be canceled if and to the extent the related option is exercised. To
the extent that a stock appreciation right is exercised, the related option
shall be deemed to have been surrendered, unexercised and canceled.

(d) A holder of stock appreciation rights shall have none of the
rights of a stockholder until shares of Common Stock, if any, are issued to
such holder pursuant to such holder's exercise of such rights.

(e) The acquisition of Common Stock pursuant to the exercise of a
stock appreciation right shall be subject to the same terms and conditions
as would apply to the acquisition of Common Stock acquired upon acquisition
of the related option, as set forth in Section 6.4.

SECTION 8. LIMITED STOCK APPRECIATION RIGHTS

8.1 The Plan Administrator may grant limited stock appreciation rights to
eligible employees in connection with any options granted under the Plan, either
at the time of the grant of such option or at any time thereafter during the
term of the option. Such limited stock appreciation rights shall cover the same
shares covered by the options (or such lesser number of shares of Common Stock
as the Plan Administrator may determine) and shall, except as provided in
Section 8.3, be subject to the same terms and conditions as the related options
and such further terms and conditions not inconsistent with the Plan as shall
from time to time be determined by the Plan Administrator.

8.2 Each limited stock appreciation right shall entitle the holder of the
related option to surrender to the Company the unexercised portion of the
related option and to receive from the Company in exchange therefor an amount in
cash equal to the excess of the Fair Market Value of one (1) share of Common
Stock on the date the right is exercised over the Option Price per share times
the number of shares covered by the option, or portion thereof, which is
surrendered.

8.3 Limited stock appreciation rights are subject to the following
restrictions:

(a) Each limited stock appreciation right shall be exercisable in full
for a period of seven (7) months following the date of a Change in Control
regardless of whether the holder is employed by the Company or any of its
Subsidiaries on the date the right is exercised; provided, however, that
limited stock appreciation rights may not be exercised under any
circumstances by Insider Participants until the expiration of the six (6)
month period following the date of grant. Limited stock appreciation rights
shall be exercisable only to the same extent and subject to the same
conditions as the options related thereto are exercisable, as provided in
Section 6.4(j).

(b) The right of a Participant to exercise a limited stock
appreciation right shall be canceled if and to the extent the related
option is exercised. To the extent that a limited stock appreciation right
is exercised, the related option shall be deemed to have been surrendered,
unexercised and canceled.

(c) Limited stock appreciation rights shall not be exercisable if the
event constituting the Change in Control is an event in which the
consideration to be paid to the Company's stockholders consists solely of
equity securities registered under Section 12 of the Exchange Act.

SECTION 9. RESTRICTED STOCK

9.1 Restricted Stock may be granted to eligible employees in such number
and at such times during the term of the Plan as the Plan Administrator shall
determine, the Plan Administrator taking into account the duties of the
respective Participants, their present and potential contributions to the
success of the Company,

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and such other factors as the Plan Administrator shall deem relevant in
accomplishing the purposes of the Plan. The granting of Restricted Stock shall
take place when the Plan Administrator by resolution, written consent or other
appropriate action determines to grant such Restricted Stock to a particular
Participant. Each grant shall be evidenced by a written instrument delivered by
or on behalf of the Company containing provisions not inconsistent with the
Plan. The Participant receiving a grant of Restricted Stock shall be recorded as
a stockholder of the Company and, subject to the provisions hereof, shall have
all the rights of a stockholder with respect to such shares, including the right
to vote the shares and receive all dividends or other distributions made or paid
with respect to such shares; provided, however, that the shares themselves, and
any new, additional or different shares or securities which the Participant may
be entitled to receive with respect to such shares by virtue of a stock split or
stock dividend or any other change in the corporate or capital structure of the
Company, shall be subject to the restrictions hereinafter described.

9.2 A grant of Restricted Stock shall entitle a Participant to receive, on
the date or dates designated by the Plan Administrator, upon payment to the
Company of consideration determined by the Plan Administrator, which
consideration shall be at least equal to the par value of the Common Stock, in a
manner determined by the Plan Administrator, the number of shares of Common
Stock selected by the Plan Administrator. The Plan Administrator may require,
under such terms and conditions as it deems appropriate or desirable, that the
certificates for Restricted Stock delivered under the Plan may be held in
custody by a bank or other institution, or that the Company may itself hold such
shares in custody until the Restriction Period (as defined in Section 9.3)
expires or until restrictions thereon otherwise lapse, and may require, as a
condition of any receipt of Restricted Stock, that the Participant shall have
delivered a stock power endorsed in blank relating to the shares of Restricted
Stock.

9.3 During a period of years following the date of grant, as determined by
the Plan Administrator, which shall in no event be less than one (1) year (the
"Restriction Period"), the Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of by the
recipient, except in the event of death or Permanent Disability, the Plan
Administrator's waiver or modification of such restrictions in the agreement
evidencing the grant of Restricted Stock or by resolution of the Plan
Administrator adopted at any time.

9.4 Except as provided in Section 9.5 or 9.6, if a Participant terminates
employment with the Company for any reason before the expiration of the
Restriction Period, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant to the Company. In addition, in the event
of any attempt by the Participant to sell, exchange, transfer, pledge or
otherwise dispose of shares of Restricted Stock in violation of the terms of the
Plan, such shares shall be forfeited to the Company.

9.5 The Restriction Period for any Participant shall be deemed to end and
all restrictions on shares of Restricted Stock shall lapse upon the
Participant's death or Permanent Disability or any termination of employment
determined by the Plan Administrator to end the Restriction Period.

9.6 The Restriction Period for any Participant shall be deemed to end and
all restrictions on shares of Restricted Stock shall terminate immediately upon
a Change in Control.

9.7 When the restrictions imposed by Section 9.3 expire or otherwise lapse
with respect to one (1) or more shares of Restricted Stock, the Company shall
deliver to the Participant (or the Participant's legal representative,
Beneficiary or heir) one (1) share of Common Stock for each share of Restricted
Stock. At that time, the written instrument referred to in Section 9.1, as it
relates to such shares, shall be terminated.

9.8 Subject to Section 9.2, each Participant entitled to receive
Restricted Stock under the Plan shall be issued a certificate for such shares.
Such certificate shall be registered in the name of the Participant.

SECTION 10. STOCK PURCHASE RIGHTS

10.1 The Plan Administrator may grant to any Participant Stock Purchase
Rights that entitle a Participant to purchase, on the Purchase Date, up to the
maximum number of shares of Common Stock authorized by Section 10.2 at the Stock
Purchase Price; provided, however, that the Plan Administrator may

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provide that a Participant automatically and without any act on the
Participant's part will be deemed to have exercised the Participant's Stock
Purchase Right on the Purchase Date.

10.2 The maximum number of shares of Common Stock subject to a Stock
Purchase Right granted to any Participant in any Plan Year shall equal the
number of shares that can be purchased on the Purchase Date at the Stock
Purchase Price with the Participant's Bonus and/or the amount payable in respect
of the Participant's Performance Share Units. A Stock Purchase Right granted to
any Participant may cover a number of shares that is less than the maximum
number permitted by this Section 10.2.

10.3 All Stock Purchase Rights shall be granted in writing and shall
express an offer by the Company to sell a number of shares of Common Stock, not
to exceed the maximum number provided in Section 10.2, on the Purchase Date at
the Stock Purchase Price.

10.4 With respect to each Stock Purchase Right, the Plan Administrator
shall determine and reflect in the grant of the Stock Purchase Right the nature
and extent of the restrictions, if any, to be imposed in connection with the
purchase of shares of Common Stock thereunder, including but not limited to,
restrictions on the transferability of shares acquired through the exercise of
such Stock Purchase Rights. Unless the written grant of a Stock Purchase Right
provides otherwise, shares acquired upon exercise of a Stock Purchase Right for
a Stock Purchase Price of less than one hundred percent (100%) of the Fair
Market Value of Common Stock on the Purchase Date shall be issued as "SPR
Restricted Stock" that shall be subject to a minimum Restriction Period of three
years and such other conditions as the Plan Administrator may provide in the
grant of such Stock Purchase Rights and shall otherwise be subject to the terms
and conditions of Section 9. Notwithstanding the foregoing, the Restriction
Period for any Participant shall be deemed to end and all restrictions on shares
of SPR Restricted Stock shall lapse upon (i) a Participant's retirement, (ii) a
determination by the Plan Administrator that the Participant has incurred a
severe and unexpected financial hardship, (iii) a Change of Control or (iv) a
Participant's termination of employment with the Company or a subsidiary.

10.5 Common Stock shall be purchased by the exercise of Stock Purchase
Rights granted hereunder. Stock Purchase Rights granted to any Participant shall
be exercisable only on the Purchase Date for such Stock Purchase Right.

10.6 A Stock Purchase Right may be exercised in whole or in part. To the
extent a Participant does not purchase the maximum number of shares covered by a
Stock Purchase Right on the Purchase Date, the Stock Purchase Right shall
terminate.

10.7 A Participant shall exercise a Stock Purchase Right by providing
written notice to the Company on or before the Purchase Date on a form provided
by the Company for such purpose. Notice to the Company of the exercise of a
Stock Purchase Right shall be irrevocable and shall specify the number of
shares, subject to the maximum specified in the grant of the Stock Purchase
Right, to be purchased by the Participant on the Purchase Date. The Company
shall treat such notice by a Participant as a binding commitment to deliver to
the Company as soon as practicable following the Purchase Date the Stock
Purchase Price for the number of shares specified in the notice. The Stock
Purchase Price shall be paid in full to the Company solely in cash.

10.8 Except as provided in this Section 10.8, as soon as administratively
feasible after the Purchase Date, certificates representing the shares of Common
Stock purchased by the Participant shall be issued in the Participant's name and
sent to the Participant unless such shares are issued as SPR Restricted Stock.

10.9 Except as provided in Section 10.10, a Participant shall be
ineligible to exercise a Stock Purchase Right unless the Participant is an
employee of the Company or a Subsidiary on the Purchase Date for such Stock
Purchase Right.

10.10 A Participant (or the Participant's legal representative in the case
of his or her death) who has received a Bonus or who holds a Performance Share
Unit but who retires, dies, or suffers a Permanent Disability after December
31st of the year for which the Bonus was granted or after the Performance Share
Unit became payable but before the Purchase Date, shall be entitled to exercise
his or her Stock Purchase Rights in respect of such Bonus or Performance Share
Unit on the Purchase Date.

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SECTION 11. REGULATORY APPROVALS AND LISTING

11.1 The Company shall not be required to issue any certificate for shares
of Common Stock upon the exercise of an option, stock appreciation right or
Stock Purchase Right granted under the Plan prior to:

(a) the obtaining of any approval or ruling from the Securities and
Exchange Commission, the Internal Revenue Service or any other governmental
agency which the Company, in its sole discretion, shall determine to be
necessary or advisable;

(b) the listing of such shares on any stock exchange on which the
Common Stock may then be listed; or

(c) the completion of any registration or other qualification of such
shares under any federal or state laws, rulings or regulations of any
governmental body which the Company, in its sole discretion, shall
determine to be necessary or advisable.

11.2 All certificates for shares delivered pursuant to Section 9.8 in
respect of Restricted Stock awards or pursuant to Section 10.8 in respect of the
exercise of Stock Purchase Rights shall be subject to such stop-transfer orders
and other restrictions as the Plan Administrator may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which Common Stock is then listed and any
applicable federal or state securities laws, and the Plan Administrator may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions. The foregoing provisions of this
Section 11.2 shall not be effective if and to the extent that the shares of
Common Stock delivered under the Plan are covered by an effective and current
registration statement under the Securities Act of 1933, as amended, or if and
so long as the Plan Administrator determines that application of such provisions
is no longer required or desirable. In making such determination, the Plan
Administrator may rely upon an opinion of counsel for the Company.

SECTION 12. EFFECTIVE DATE AND TERM OF THE PLAN

The Plan shall be dated as of December 8, 1993 and shall be effective upon
adoption by the Board of Directors, but the Plan shall be void unless it is
approved by the Company's stockholders within the earlier of the date of the
Company's next annual meeting of stockholders and twelve (12) months after the
date the Plan is adopted by the Board of Directors. Subject to the foregoing
condition, options, stock appreciation rights, limited stock appreciation
rights, Restricted Stock and Stock Purchase Rights may be granted pursuant to
the Plan from time to time within the period commencing upon adoption of the
Plan by the Board of Directors and ending ten (10) years after the earlier of
such adoption and the approval of the Plan by the stockholders. Options, stock
appreciation rights, limited stock appreciation rights, Restricted Stock and
Stock Purchase Rights theretofore granted may extend beyond that date, and the
terms and conditions of the Plan shall continue to apply thereto and to shares
of Common Stock acquired thereunder. To the extent required for compliance with
Rule 16b-3, shares of Common Stock underlying options, stock appreciation rights
or Stock Purchase Rights and shares of Restricted Stock granted subject to
subsequent stockholder approval of the Plan to Insider Participants may not be
sold until a date at least six (6) months after the date such stockholder
approval is obtained, and stock appreciation rights that are granted subject to
stockholder approval of the Plan to Insider Participants may not be exercised
for cash until a date at least six (6) months after the date such stockholder
approval is obtained.

SECTION 13. GENERAL PROVISIONS

13.1 Nothing contained in the Plan, or in any option, stock appreciation
right, limited stock appreciation right, Restricted Stock or Stock Purchase
Right granted pursuant to the Plan, shall confer upon any employee any right
with respect to continuance of employment by the Company or a Subsidiary, or
interfere in any way with the right of the Company or a Subsidiary to terminate
the employment of such employee at any time with or without assigning any reason
therefor.

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13.2 Grants, vesting or payment of options, stock appreciation rights,
limited stock appreciation rights, Restricted Stock or Stock Purchase Rights
shall not be considered as part of a Participant's salary or used for the
calculation of any other pay, allowance, pension or other benefit unless
otherwise permitted by other benefit plans provided by the Company or a
Subsidiary, or required by law or by contractual obligations of the Company or a
Subsidiary.

13.3 The right of a Participant or Beneficiary to the payment of any
compensation under the Plan may not be assigned, transferred, pledged or
encumbered, nor shall such right or other interests be subject to attachment,
garnishment, execution or other legal process.

13.4 Leaves of absence for such periods and purposes conforming to the
personnel policy of the Company or a Subsidiary, as applicable, shall not be
deemed terminations or interruptions of employment. The foregoing
notwithstanding, with respect to Incentive Stock Options, employment shall not
be deemed to continue beyond the first ninety (90) days of such leave unless the
Participant's reemployment rights are guaranteed by statute or contract.

13.5 Subject to Section 6.4(h) in the event a Participant is transferred
from the Company to a Subsidiary, or vice versa, or is promoted or given
different responsibilities, the options, stock appreciation rights, limited
stock appreciation rights, Restricted Stock and/or Stock Purchase Rights granted
to the Participant prior to such date shall not be affected.

13.6 The Plan shall be construed and governed in accordance with the laws
of the State of Washington, except that it shall be construed and governed in
accordance with applicable federal law in the event that such federal law
preempts state law.

13.7 Appropriate provision shall be made for all taxes required to be
withheld in connection with the exercise, grant or other taxable event with
respect to options, stock appreciation rights, limited stock appreciation
rights, Restricted Stock and Stock Purchase Rights under the applicable laws or
regulations of any governmental authority, whether federal, state or local and
whether domestic or foreign. Unless otherwise provided in the option grant, a
Participant is permitted to deliver shares of Common Stock (including shares
acquired pursuant to the exercise of an option or Stock Purchase Right other
than the option or Stock Purchase Right currently being exercised, to the extent
permitted by applicable regulations) for payment of withholding taxes on the
exercise of an option, stock appreciation right or Stock Purchase Right or upon
the vesting of the Restricted Stock. The Fair Market Value of such Common Stock
as delivered shall be valued as of the day prior to delivery. At the election of
the Plan Administrator or, subject to approval of the Plan Administrator at its
sole discretion, at the election of a Participant, shares of Common Stock may be
withheld from the shares issuable to the optionee upon exercise of an option,
stock appreciation right or Stock Purchase Right or upon the vesting of the
Restricted Stock to satisfy tax withholding obligations. The Fair Market Value
of such Common Stock as is withheld shall be valued as of the day prior to
exercise of the option, stock appreciation right or Stock Purchase Right or the
vesting of the Restricted Stock. The withholding of shares to pay tax
obligations in connection with the exercise of an option, stock appreciation
right or Stock Purchase Right or the vesting of the Restricted Stock by an
Insider Participant must be approved by the Plan Administrator and must occur
(i) pursuant to an irrevocable election made six (6) months in advance of the
transaction, (ii) during the period beginning on the third business day
following the date of release for publication of the quarterly or annual summary
statements of sales and earnings of the Company and ending on the twelfth
business day following such date, or (iii) otherwise in accordance with the
provisions of Rule 16b-3 and interpretations thereunder. In the event Rule 16b-3
is amended or interpreted to permit shares to be withheld to pay tax withholding
obligations outside of the periods described in clause (i) or (ii) of the
preceding sentence, or without Plan Administrator approval, the Plan
Administrator may determine that such provisions shall no longer apply to
Insider Participants.

Tax advice should be obtained by the Participant prior to the Participant's
(a) entering into any transaction under or with respect to the Plan, (b)
designating or choosing the time of distributions under the Plan, or (c)
disposing of any shares of Common Stock issued under the Plan.

A-15

<PAGE> 16

SECTION 14. AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN

14.1 Subject to the Board of Directors and Section 14.2, the Plan
Administrator may from time to time make such amendments to the Plan as it may
deem proper and in the best interest of the Company without further approval of
the stockholders of the Company, including, but not limited to, any amendment
necessary to ensure that the Company may obtain any regulatory approval referred
to in Section 11; provided, however, that no change in any option, stock
appreciation right, limited stock appreciation right, Restricted Stock or Stock
Purchase Right therefore granted may be made without the consent of the
Participant which would impair the right of the Participant to acquire or retain
Common Stock or cash that the Participant may have acquired as a result of the
Plan.

14.2 To the extent required for compliance with applicable law or
regulation, including Rule 16b-3, the Plan Administrator and the Board of
Directors may not amend the Plan without the approval of the stockholders of the
Company, including any amendment which would (a) materially increase the number
of securities that may be issued under the Plan to Insider Participants; (b)
materially modify the requirements as to eligibility for participation in the
Plan to add a class of Insider Participants; or (c) otherwise materially
increase the benefits accruing under the Plan to Insider Participants; provided,
however, that any increase in the number of shares available under the Plan for
grant as Incentive Stock Options and any change in the designation of the group
of employees eligible to receive Incentive Stock Options under the Plan shall be
subject to stockholder approval in accordance with Section 422 of the Code.

14.3 The Board of Directors may at any time suspend the operation of or
terminate the Plan with respect to any shares of Common Stock or rights not at
the time subject to any option, stock appreciation right, limited stock
appreciation right, Stock Purchase Right or grant of Restricted Stock.

SECTION 15. SALES BY INSIDER PARTICIPANTS

Except in the case of sales by an executor or administrator of the estate
of a deceased Participant, if an Insider Participant disposes of shares of
Common Stock acquired by such Participant upon exercise of an option, stock
appreciation right, Stock Purchase Right or the grant of Restricted Stock within
six (6) months after the date the option, stock appreciation right, Restricted
Stock or Stock Purchase Right was granted, the grant of such option, stock
appreciation right, Restricted Stock or Stock Purchase Right will be deemed a
nonexempt matchable purchase for purposes of Section 16(b) as of the date of
grant.

SECTION 16. COMPLIANCE WITH RULE 16B-3

It is the intention of the Company that, so long as any of the Company's
equity securities are registered pursuant to Section 12(b) or 12(g) of the
Exchange Act, the Plan shall comply in all respects with Rule 16b-3 and, if any
Plan provision is later found not to be in compliance with such Section, that
provision shall be deemed null and void, and in all events the Plan shall be
construed in favor of its meeting the requirements of Rule 16b-3.
Notwithstanding anything in the Plan to the contrary, the Board of Directors, in
its absolute discretion, may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to Insider Participants without
so restricting, limiting or conditioning the Plan with respect to other
Participants.

A-16

<PAGE> 1

EXHIBIT 11.1

BURLINGTON RESOURCES INC.

EARNINGS PER SHARE COMPUTATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1993 1992 1991
------------------ ------------------ ------------------
EARNINGS SHARES EARNINGS SHARES EARNINGS SHARES
-------- ------- -------- ------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Primary earnings per common share:
Net earnings available for
common stock and weighted
average common shares
outstanding.................. $256,312 129,746 $257,828 130,757 $205,381 133,050
Stock options assumed exercised-
net.......................... -- 1,036 -- 1,126 -- 683
-------- ------- -------- ------- -------- -------
Total net earnings and primary
common shares................ $256,312 130,782 $257,828 131,883 $205,381 133,733
-------- ------- -------- ------- -------- -------
-------- ------- -------- ------- -------- -------
Primary earnings per common
share........................ $ 1.96 $ 1.95 $ 1.54
-------- -------- --------
-------- -------- --------
Fully diluted earnings per common
share:
Net earnings available for
common stock and weighted
average common shares
outstanding.................. $256,312 129,746 $257,828 130,757 $205,381 133,050
Stock options assumed exercised-
net.......................... -- 1,036 -- 1,126 -- 683
-------- ------- -------- ------- -------- -------
Total net earnings and fully
diluted common shares........ $256,312 130,782 $257,828 131,883 $205,381 133,733
-------- ------- -------- ------- -------- -------
-------- ------- -------- ------- -------- -------
Fully diluted earnings per
common share................. $ 1.96 $ 1.95 $ 1.54
-------- -------- --------
-------- -------- --------
</TABLE>

<PAGE> 1

EXHIBIT 12.1

BURLINGTON RESOURCES INC.

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT RATIO AMOUNTS)
<S> <C> <C> <C> <C> <C>
Earnings:
Income from Continuing Operations
Before Income Taxes.................... $307,438 $218,039 $103,118 $149,992 $ 86,144
Add:
Interest and fixed charges............. 72,799 79,196 90,344 60,390 24,917
Portion of rent under long-term
operating leases representative of an
interest factor...................... 4,688 4,205 5,903 5,873 6,506
-------- -------- -------- -------- --------
Total Earnings Available for Fixed
Charges................................ $384,925 $301,440 $199,365 $216,255 $117,567
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Fixed Charges:
Interest and fixed charges................ $ 72,799 $ 79,196 $ 90,344 $ 60,390 $ 24,917
Portion of rent under long-term operating
leases representative of an interest
factor................................. 4,688 4,205 5,903 5,873 6,506
Capitalized interest...................... 2,829 3,094 6,137 6,600 4,559
-------- -------- -------- -------- --------
Total Fixed Charges....................... $ 80,316 $ 86,495 $102,384 $ 72,863 $ 35,982
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Ratio of Earnings to Fixed Charges.......... 4.79x 3.49x 1.95x 2.97x 3.27x
</TABLE>

<PAGE> 1

EXHIBIT 21.1

BURLINGTON RESOURCES INC.

SUBSIDIARIES OF THE REGISTRANT

The following is a list of the significant subsidiaries of Burlington
Resources Inc. showing the place of incorporation and the percentage of voting
securities owned.

<TABLE>
<CAPTION>
PERCENTAGE
OF VOTING
SECURITIES OWNED
JURISDICTION DIRECTLY OR
OF INDIRECTLY BY
NAME OF COMPANY INCORPORATION IMMEDIATE PARENT
- ------------------------------------------------------------ -------------- ----------------
<S> <C> <C>
El Paso Production Company.................................. Delaware 100%
Glacier Park Company........................................ Delaware 100%
Meridian Minerals Company................................... Montana 100%
Meridian Oil Holding Inc.................................... Delaware 100%
Meridian Oil Hydrocarbons Inc............................... Delaware 100%
Meridian Oil Inc............................................ Delaware 100%
Meridian Oil Production Inc................................. Delaware 100%
Meridian Oil Trading Inc.................................... Delaware 100%
PCTC, Inc................................................... Delaware 100%
Southland Royalty Company................................... Delaware 100%
</TABLE>

The names of certain subsidiaries are omitted as such subsidiaries,
considered as a single subsidiary, would not constitute a significant
subsidiary.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements
of Burlington Resources Inc. on Form S-8 (Registration Nos. 33-22493, 33-25807,
33-26024 (as amended in Registration No. 2-97533), 33-33626 and 33-46518) and on
Form S-3 (Registration Nos. 33-47154 and 33-50077) of our reports dated January
12, 1994, on our audits of the consolidated financial statements and financial
statement schedules of Burlington Resources Inc. as of December 31, 1993 and
1992, and for each of the three years in the period ended December 31, 1993,
which reports are included in this 1993 Annual Report on Form 10-K.

COOPERS & LYBRAND

Houston, Texas
February 10, 1994