BURLINGTON RESOURCES INC
10-Q, 1998-08-14
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 1998

                                       OR

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

                          Commission File Number 1-9971

                            BURLINGTON RESOURCES INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                            91-1413284
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification Number)

5051 Westheimer, Suite 1400, Houston, Texas                    77056
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code         (713) 624-9500

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


   Yes     X                                          No

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

    Class                                               Outstanding

Common Stock, par value $.01 per share,
as of June 30, 1998                                      177,493,067

<PAGE>



                        PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                            BURLINGTON RESOURCES INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                SECOND QUARTER       SIX MONTHS
                                                --------------     -------------
                                                 1998     1997     1998     1997
                                                 ----     ----     ----     ----
                                              (In Millions, Except per Share Amounts)

<S>                                              <C>      <C>      <C>      <C> 
Revenues ...................................     $412     $427     $844     $995

Costs and Expenses .........................      348      334      681      695
                                                 ----     ----     ----     ----

Operating Income ...........................       64       93      163      300
Interest Expense ...........................       36       34       72       70
Other Income - Net .........................        2       53        5       53
                                                 ----     ----     ----     ----

Income Before Income Taxes .................       30      112       96      283
Income Tax Expense .........................        7       26       25       66
                                                 ----     ----     ----     ----

Net Income .................................     $ 23     $ 86     $ 71    $ 217
                                                 ====     ====     ====     ====

Basic Earnings per Common Share ............     $.13     $.49     $.40    $1.23
                                                 ====     ====     ====     ====

Diluted Earnings per Common Share ..........     $.13     $.49     $.40    $1.22
                                                 ====     ====     ====     ====
                                                                                    
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


  

                                       1
<PAGE>



                            BURLINGTON RESOURCES INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     June 30,  December 31,
                                                                        1998    1997
                                                                       ------   ------
                                                              (In Millions, Except Share Data)
<S>                                                                    <C>      <C>   
ASSETS
Current Assets
  Cash and Cash Equivalents ........................................   $   23   $  152
  Short-term Investments ...........................................       69       83
  Accounts Receivable ..............................................      328      376
  Inventories ......................................................       47       39
  Other Current Assets .............................................       28       28
                                                                       ------   ------
                                                                          495      678
                                                                       ------   ------
Oil & Gas Properties (Successful Efforts Method) ...................    8,994    8,666
Other Properties ...................................................      733      689
                                                                       ------   ------
                                                                        9,727    9,355
  Accumulated Depreciation, Depletion and Amortization .............    4,540    4,315
                                                                       ------   ------
    Properties - Net ...............................................    5,187    5,040
                                                                       ------   ------

Other Assets .......................................................      115      103
                                                                       ------   ------
      Total Assets .................................................   $5,797   $5,821
                                                                       ======   ======
 
LIABILITIES
Current Liabilities
  Accounts Payable .................................................   $  236   $  395
  Taxes Payable ....................................................       87       71
  Accrued Interest .................................................       27       28
  Dividends Payable ................................................       24       24
  Deferred Revenue .................................................       18       19
  Other Current Liabilities ........................................        1        1
                                                                       ------   ------
                                                                          393      538
                                                                       ------   ------
Long-term Debt .....................................................    1,840    1,748
                                                                       ------   ------
Deferred Income Taxes ..............................................      192      203
                                                                       ------   ------
Deferred Revenue ...................................................       48       56
                                                                       ------   ------
Other Liabilities and Deferred Credits .............................      257      260
                                                                       ------   ------

Commitments and Contingent Liabilities

STOCKHOLDERS' EQUITY
Preferred Stock, Par Value $.01 Per Share
  (Authorized 75,000,000 Shares;  No Shares Issued) ................        -        -
Common Stock, Par Value $.01 Per Share
  (Authorized 325,000,000 Shares;  Issued 202,795,635 Shares) ......        2        2
Paid-in Capital ....................................................    2,996    3,001
Retained Earnings ..................................................    1,073    1,051
                                                                       ------   ------
                                                                        4,071    4,054
Cost of Treasury Stock
  (25,302,568 and 26,087,134 Shares for 1998 and 1997, respectively)    1,004    1,038
                                                                       ------   ------
Stockholders' Equity ...............................................    3,067    3,016
                                                                       ------   ------
      Total Liabilities and Stockholders' Equity ...................   $5,797   $5,821
                                                                       ======   ======

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.




                                       2
<PAGE>


                                     BURLINGTON RESOURCES INC.
                                CONSOLIDATED STATEMENT OF CASH FLOWS
                                            (UNAUDITED)
<TABLE>
<CAPTION>

                                                                SIX MONTHS
                                                               --------------
                                                                1998     1997
                                                               -----    -----
                                                               (In Millions)

<S>                                                          <C>      <C>  
Cash Flows From Operating Activities
  Net Income .............................................   $  71    $ 217
  Adjustments to Reconcile Net Income to Net Cash
       Provided By Operating Activities
    Depreciation, Depletion and Amortization .............     267      273
    Deferred Income Taxes ................................     (11)      24
    Exploration Costs ....................................     116      112
    Gain on Sales of Oil and Gas Properties ..............       -      (50)
  Working Capital and Other Changes.......................     (68)      49
                                                              -----    -----
     Net Cash Provided By Operating Activities ...........     375      625
                                                              -----    -----

Cash Flows From Investing Activities
  Additions to Properties ................................    (537)    (526)
  Short-term Investments .................................      14      (41)
  Proceeds from Sales and Other ..........................     (35)     462
                                                              -----    -----
     Net Cash Used In Investing Activities ...............    (558)    (105)
                                                              -----    -----
Cash Flows From Financing Activities
  Proceeds from Long-term Debt............................      92        -
  Reduction in Long-term Debt ............................       -      (46)
  Dividends Paid .........................................     (49)     (38)
  Common Stock Purchases .................................       -      (58)
  Other ..................................................      11       10
                                                             -----    -----
     Net Cash Provided By (Used In) Financing Activities .      54     (132)
                                                             -----    -----

Increase (Decrease) in Cash and Cash Equivalents .........    (129)     388

Cash and Cash Equivalents
  Beginning of Year ......................................     152       77
                                                              -----    -----
  End of Period ..........................................   $  23    $ 465
                                                              =====    =====


</TABLE>
          See accompanying Notes to Consolidated Financial Statements.



                                       3
<PAGE>



                            BURLINGTON RESOURCES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.       BASIS OF PRESENTATION

         The 1997 Annual Report on Form 10-K of Burlington  Resources  Inc. (the
"Company") includes certain definitions and a summary of significant  accounting
policies and should be read in conjunction  with this  Quarterly  Report on Form
10-Q ("Quarterly  Report").  The financial  statements for the periods presented
herein are unaudited,  condensed and do not contain all information  required by
generally  accepted  accounting  principles  to be  included  in a  full  set of
financial  statements.  In the opinion of management,  all material  adjustments
necessary to present fairly the results of operations  have been  included.  All
such adjustments are of a normal,  recurring  nature.  The results of operations
for any  interim  period  are  not  necessarily  indicative  of the  results  of
operations for the entire year. The consolidated  financial  statements  include
certain  reclassifications  that were made to conform  to current  presentation.
Amounts  related to the first six months of 1997 have been  restated  to include
the combined  business  activities  for the Company and The  Louisiana  Land and
Exploration Company ("LL&E").

         Basic earnings per common share ("EPS") is computed by dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the  period.  The  weighted  average  number of  common  shares
outstanding  for  computing  basic EPS was 177  million  and 176 million for the
second quarter of 1998 and 1997, respectively, and 177 million for the first six
months of 1998 and 1997.  Diluted EPS reflects the potential dilution that could
occur if securities or other  contracts to issue common stock were  exercised or
converted  into common  stock.  The  weighted  average  number of common  shares
outstanding for computing diluted EPS, including dilutive stock options, was 178
million and 177 million for the second  quarter of 1998 and 1997,  respectively,
and 178  million  and 177  million  for the first  six  months of 1998 and 1997,
respectively. No adjustments were made to reported net income in the computation
of EPS. EPS discussions within this document are in reference to basic EPS.

2.       COMMITMENTS AND CONTINGENT LIABILITIES

         The Company and its  subsidiaries  are involved in several  proceedings
challenging the Company's payment of royalties for its crude oil and natural gas
production.

         The Company has entered into settlement agreements in two private class
action  lawsuits  with respect to the payment of  royalties  for natural gas and
crude oil. On May 25, 1995, the 270th Judicial  District Court of Harris County,
Texas entered an order in a lawsuit styled Caroline Altheide, et al. v. Meridian
Oil Inc.,  et al.,  which allowed the suit to be maintained as a class action on
behalf of all  royalty  and  overriding  royalty  interest  owners in all of the
properties  of  Burlington  Resources  Oil & Gas Company,  a  subsidiary  of the
Company which was formerly known as Meridian Oil Inc. ("BROG"),  and all working
interest owners in properties  operated by BROG who received  payments from BROG
at any time from and after December 1, 1986 based upon wellhead sales of natural
gas to its affiliate  Burlington  Resources Trading Inc.  ("BRTI").  The lawsuit
involves claims for unspecified  actual and punitive  damages based upon alleged
breaches  of duties  owed to  interest  owners  because of the use of  corporate
affiliates to gather,  treat and market natural gas. The plaintiffs  allege that

                                       4
<PAGE>

BROG's gas producing affiliates have sold natural gas to marketing affiliates at
below market prices which were then used as the basis for accounting to interest
owners.  Plaintiffs  also  allege  that BROG's  pricing  includes  inappropriate
deductions of gathering and transportation  costs. BROG has consistently  denied
liability.  On August 6, 1996, the parties  executed a settlement  agreement and
the trial court  entered a Judgment  giving  final  approval to the terms of the
settlement  agreement on November 12, 1996.  Four class  members who objected to
the settlement filed a motion for a new trial or, in the alternative, to modify,
alter or amend judgment.  On December 16, 1996, the trial court entered an order
denying the motion. The objectors purported to perfect an appeal of the Judgment
and on July 24,  1997,  the  Fourteenth  Court of  Appeals of the State of Texas
dismissed the appeal.  On October 17, 1997,  the objectors  filed a Petition for
Review with The Supreme  Court of Texas  ("Court"),  and on June 23,  1998,  the
Court denied the Petition.

         On November 20, 1997, the Company and numerous other defendants entered
into a settlement  agreement in a lawsuit styled as The McMahon  Foundation,  et
al. v. Amerada Hess Corporation,  et al. This lawsuit is a proposed class action
consisting of both working  interest owners and royalty owners against  numerous
defendants,  all of which are oil  companies  and/or  purchasers of oil from oil
companies,  including  BROG and LL&E,  also a  subsidiary  of the  Company.  The
plaintiffs allege that the defendants  conspired to fix, depress,  stabilize and
maintain  at  artificially  low levels the prices  paid for oil by,  among other
things, setting their posted prices at arbitrary levels below competitive market
prices,  and that the defendants paid royalties based on the purchase by the oil
companies'  marketing affiliates at posted prices rather than the gross proceeds
ultimately  received  by  such  marketing   affiliates.   Under  the  settlement
agreement,  the Company's share of the settlement payment would be approximately
$4.7 million.  Cases involving  similar  allegations  have been filed in federal
courts in other states. On January 14, 1998, the United States Judicial Panel on
Multidistrict   Litigation  issued  an  order   consolidating  these  cases  and
transferring  the  McMahon  case to the  United  States  District  Court for the
Southern District of Texas in Corpus Christi, where a consolidated resolution of
the issues will be sought.

         The  Company  is also  involved  in  several  governmental  proceedings
relating to the payment of royalties.  Various  administrative  proceedings  are
pending  before the Minerals  Management  Service  ("MMS") of the United  States
Department of the Interior  with respect to the proper  valuation of oil and gas
produced  on federal  and  Indian  lands for  purposes  of paying  royalties  on
production  sold by BROG to its  marketing  affiliate,  BRTI, or gathered by its
affiliate,  Burlington  Resources  Gathering Inc.  ("BRGI").  In general,  these
proceedings stem from regular MMS audits of the Company's  royalty payments over
various periods of time and involve the  interpretation  of the relevant federal
regulations.  Most of  these  administrative  proceedings  currently  have  been
suspended pending  negotiations between the Company and the MMS to resolve their
disputes regarding the appropriate valuation methodology.

         In late  February  1998,  the  Company and  numerous  other oil and gas
companies  received a complaint filed in a lawsuit in the United States District
Court for the  Eastern  District of Texas in Lufkin  styled as United  States of
America ex rel J.  Benjamin  Johnson,  Jr., et al v. Shell Oil  Company,  et al.
alleging  violations  of the civil  False  Claims  Act.  The  United  States has
intervened in this lawsuit as to some of the defendants,  including the Company,
and has filed a separate complaint. This suit alleges that the Company underpaid
royalties  for crude oil produced on federal and Indian lands through the use of
below-market  posted  prices  in the  sale of oil from  BROG to  BRTI.  The suit
alleges that royalties paid by BROG based on these posted prices were lower than
the royalties allegedly required to be paid under federal regulations,  and that
the forms filed by BROG with the MMS reporting  the  royalties  paid were false,
thereby violating the civil False Claims Act. In addition,  the Company has been
advised  that it is a target of an  investigation  and has  responded to various
grand jury document  subpoenas in connection with an investigation by the United
States Attorney for the District of Wyoming into the alleged underpayment of oil
and gas royalties. The Company is cooperating with the investigation.

                                       5
<PAGE>

         Based  on  the   Company's   present   understanding   of  the  various
governmental proceedings,  the Company believes that it has substantial defenses
to these claims and the Company intends to vigorously assert such defenses.

         The Company and its  subsidiaries  are  negotiating  an  administrative
order with the federal Environmental  Protection Agency ("EPA") involving permit
exceedences for five Montana  injection  wells. The EPA alleges that the Company
and its subsidiaries  intermittently  exceeded the maximum  permitted  injection
pressures on these wells over a period of several years.  The Company is engaged
in investigating  the factual basis for the EPA's claims.  In July 1998, the EPA
proposed an  administrative  order that would  result in a fine of $125,000  for
these alleged permit exceedences.

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


3.       HEDGING ACTIVITIES

          The  Company  Utilizes  options  and  swaps  which set floor prices at
various  hubs  for  anticipated  future crude oil and natural gas production and
allow the  Company to participate in market price increases.  These transactions
are  accounted  for  as  hedges  of  the  Company's  underlying production.  The
resulting  gain or loss is  realized when the hedged commodity is produced.  The
following  table  summarizes  information  related  to the hedging program as of
June 30, 1998.

<TABLE>
<CAPTION>


                                        Percent of    Average    Deferred
 Production                   Hedge       Current      Floor     Gain(Loss)
  Period     Commodity       Volumes     Production   Prices   (In Millions)
- ---------    -----------   ----------    ----------   -------   ------------
<S>          <C>           <C>             <C>        <C>        <C>   
  1998       Crude oil     1,288 MBbls      8%        $20.01     $    6
  1998       Natural gas      92 BCF       31%        $ 2.25     $  (10)
  1999       Natural gas     213 BCF       36%        $ 2.00     $  (18)
  2000       Natural gas     198 BCF       33%        $ 2.33     $   (3)
  2001       Natural gas      75 BCF       12%        $ 2.37     $   (1)

</TABLE>


ITEM 2.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations


Financial Condition and Liquidity

         The  total  long-term  debt  to  capital  (total   long-term  debt  and
stockholders'  equity)  ratio at June  30,  1998 and  December  31,  1997 was 37
percent.

         The  Company's  credit  facilities  are  comprised  of a  $600  million
revolving  credit  agreement  that  expires in February  2003 and a $400 million
revolving  credit  agreement  that  expires in February  1999.  The $400 million
revolving credit agreement is renewable  annually by mutual consent.  As of June

                                       6
<PAGE>

30, 1998, there were no borrowings  outstanding under the credit facilities.  At
June 30, 1998, the Company had outstanding  commercial  paper  borrowings of $92
million  at an average  interest  rate of 6 percent.  The  Company  also has the
capacity to issue $1 billion of securities under a shelf registration  statement
filed with the Securities and Exchange Commission.

         In July 1998, the Company's Board of Directors  approved the repurchase
of up to two million shares of the Company's common stock.  Since December 1988,
the Company has repurchased approximately 31 million shares.

         Net cash provided by operating  activities  for the first six months of
1998 was $375  million  compared  to $625  million  in 1997.  The  decrease  was
primarily due to  significantly  lower operating  income and working capital and
other changes.

         As  of  June  30,  1998,  the  Company  had  $69  million  invested  in
highly-liquid  debt securities with maturities of more than three months.  These
short-term  investments when combined with cash and cash equivalents equaled $92
million as of June 30, 1998.

         The Company is involved in certain lawsuits,  environmental proceedings
and  other  related  matters.  Although  it  is  reasonably  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.

Capital Expenditures

         Capital  expenditures  for the first six  months of 1998  totaled  $537
million compared to $526 million in 1997. Capital expenditures, excluding proved
property acquisitions, are currently projected to be approximately $1.15 billion
for all of  1998  and are  expected  to be  primarily  for the  development  and
exploration  of oil and gas  properties  and  plant and  pipeline  expenditures.
Capital  expenditures  will be funded from internal cash flow  supplemented,  if
needed, by external financing.

Dividends

         On July 8,  1998,  the  Board of  Directors  declared  a  common  stock
quarterly dividend of $.1375 per share, payable October 1, 1998.

Results of Operations - Second Quarter 1998 Compared to Second Quarter 1997

         The  Company  reported  net income of $23 million or $.13 per share for
the second  quarter of 1998  compared  to $86 million or $.49 per share in 1997.
Operating  income for the second quarter of 1998 was $64 million compared to $93
million in 1997.

         Revenues  were $412 million for the second  quarter of 1998 compared to
$427 million for the second quarter of 1997.  Natural gas sales prices increased
7 percent to $1.93 per MCF which  increased  revenues $20  million.  Natural gas
sales  volumes were  essentially  unchanged  at 1,660 MMCF per day.  Average oil
sales prices decreased 28 percent to $13.42 per barrel which decreased  revenues
$41 million. Oil sales volumes were essentially unchanged at 84.7 MBbls per day.

                                       7
<PAGE>

         Costs and  expenses  were $348  million for the second  quarter of 1998
compared  to $334 in 1997.  The  increase  was  primarily  due to an $11 million
increase in exploration costs and  a  $3  million  increase  in  production  and
processing  expenses.

         Other  income  - net was $2  million  for the  second  quarter  of 1998
compared to $53 million in 1997 primarily due to the $50 million gain recognized
last year  related to the sales of oil and gas  properties  associated  with the
Company's 1996 divestiture program.

         The  effective  income tax rate was an  expense  of 24 percent  for the
second quarter of 1998 compared to 23 percent in 1997. The increased tax expense
in 1998 is primarily a result of lower nonconventional fuel tax credits.

Results of Operations - Six Months 1998 Compared to Six Months 1997

         The  Company  reported  net income of $71 million or $.40 per share for
the first six  months of 1998  compared  to $217  million  or $1.23 per share in
1997.  Operating  income  for the  first  six  months  of 1998 was $163  million
compared to $300 million in 1997.

         Revenues were $844 million for the first six months of 1998 compared to
$995 million in 1997.  Natural gas sales prices decreased 7 percent to $1.98 per
MCF and gas  sales  volumes  decreased  2  percent  to 1,654  MMCF per day which
decreased revenues $44 million and $14 million, respectively.  Average oil sales
prices decreased 29 percent to $14.34 per barrel and oil sales volumes decreased
3 percent to 85.4 MBbls per day which  decreased  revenues  $90  million  and $9
million,  respectively. Gas and oil sales volumes decreased primarily due to the
sales  of  oil   and   gas   properties   associated  with  the  Company's  1996
divestiture program which was completed during the second quarter of 1997.

         Costs and  expenses  were $681 million for the first six months of 1998
compared  to $695  million in 1997.  The  decrease  was  primarily  due to a $10
million  decrease in  production  and  processing  expenses  and  a  $7  million
decrease  in depreciation,  depletion  and   amortization  resulting  from  a  2
percent  decrease  in  1998  production levels  partially offset by a $4 million
increase in exploration costs.

         Other  income - net was $5  million  for the first  six  months of 1998
compared to $53 million in 1997 primarily due to the $50 million gain recognized
last year  related to the sales of oil and gas  properties  associated  with the
Company's 1996 divestiture program.

         The  effective  income tax rate was an  expense  of 26 percent  for the
first six  months of 1998  compared  to 23 percent in 1997.  The  increased  tax
expense in 1998 is primarily a result of lower nonconventional fuel tax credits.

  Other Matters

         In March 1998, the Financial   Accounting  Standards  Board,   ("FASB")
issued  Statement   of   Financial   Accounting   Standard   ("SFAS")  No.  132,
Employers' Disclosures  about Pensions and  Other Postretirement Benefits, which
is effective for fiscal years beginning after December 15, 1997.

         SFAS No. 132 revises  employers'  disclosures  about  pension and other
postretirement  benefit plans. It standardizes  the disclosure  requirements for
pensions and other postretirement  benefits to the extent practicable,  requires
additional information on changes in the benefits obligations and fair values of

                                       8
<PAGE>

plan assets and eliminates certain disclosures.  The Company plans to adopt SFAS
No. 132 for the year ended December 31, 1998.

         In June 1998,  the FASB issued SFAS No. 133,  Accounting for Derivative
Instruments  and  Hedging  Activities,  which  is  effective  for  fiscal  years
beginning after June 15, 1999.

         SFAS  No.  133  establishes  accounting  and  reporting  standards  for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  and for hedging  activities.  It also requires that an entity
recognize all  derivatives  as either assets or liabilities in the balance sheet
and  measure  those  items at fair  value.  If  certain  conditions  are met,  a
derivative  may be  specifically  designated  as (a) a hedge of the  exposure to
changes in the fair value of a recognized  asset or liability or an unrecognized
firm  commitment,  (b) a hedge  of the  exposure  to  variable  cash  flows of a
forecasted transaction, or (c) a hedge of the foreign currency exposure of a net
investment  in  a  foreign  operation,  an  unrecognized  firm  commitment,   an
available-for-sale  security,  or  a   foreign-currency-denominated   forecasted
transaction.  The Company  plans to adopt SFAS No. 133 for the first  quarter of
the year ended  December  31, 2000 and does not expect a material  impact on its
financial statements.

Forward-looking Statements

         This Quarterly  Report contains  projections and other  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934. These projections and statements  reflect the Company's current views with
respect to future events and financial performance.  No assurances can be given,
however, that these events will occur or that these projections will be achieved
and actual results could differ  materially  from those projected as a result of
certain factors. A discussion of these factors is included in the Company's 1997
Annual Report on Form 10-K.



                                       9
<PAGE>





                           PART II - OTHER INFORMATION

ITEM 1.       Legal Proceedings

              See Note 2 of Notes to Consolidated Financial Statements.

ITEM 5.       Other Information

              Discretionary Voting by the Company on Certain Matters

              In  connection   with  the  Company's   1999  Annual   Meeting  of
              Stockholders,  the Company  intends to solicit  proxies which will
              confer  discretionary  authority  to vote on certain  matters.  In
              accordance  with rules recently  promulgated by the Securities and
              Exchange Commission,  the discretionary  authority to be solicited
              will include matters which are not included in the Proxy Statement
              as Shareholder  Proposals and matters of which the Company did not
              have notice by January 5, 1999.

ITEM 6.       Exhibits and Reports on Form 8-K

              A.  Exhibits

              The following exhibits are filed as part of this report.

              Exhibit     Nature of Exhibit                               Page

                 4.1      The Company and its subsidiaries either           *
                          have filed with the Securities and Exchange
                          Commission or upon request will furnish
                          a copy of any instrument with respect to
                          long-term debt of the Company.

                27.1      Financial Data Schedule                          **

*    Exhibit incorporated by reference.
**   Exhibit required only for filings made electronically using the Securities
      and Exchange Commission's EDGAR System.

              B.  Reports on Form 8-K

              The Company filed no reports on Form 8-K during the second quarter
                of 1998.


Items 2, 3 and 4 of Part II are not applicable and have been omitted.



                                       10
<PAGE>




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


                                       BURLINGTON RESOURCES INC.
                                             (Registrant)



                                       By     /s/ John E. Hagale
                                              John E. Hagale
                                              Executive Vice President and
                                              Chief Financial Officer



                                       By     /s/ Philip W. Cook
                                              Philip W. Cook
                                              Vice President, Controller and
                                              Chief Accounting Officer


Date:  August 13, 1998


                                       11



<TABLE> <S> <C>

<ARTICLE>                 5
<LEGEND>                  THIS SCHEDULE CONTAINS SUMMARY  INFORMATION  EXTRACTED
                          FROM  THE  BURLINGTON   RESOURCES  INC.   CONSOLIDATED
                          BALANCE  SHEET  AS OF JUNE 30,  1998  AND THE  RELATED
                          CONSOLIDATED  STATEMENT  OF  INCOME  FOR THE SIX MONTH
                          PERIOD  ENDED JUNE 30,  1998,  AND IS QUALIFIED IN ITS
                          ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>
<MULTIPLIER>              1,000,000
       
<S>                       <C>
<PERIOD-TYPE>             6-MOS
<FISCAL-YEAR-END>                           DEC-31-1998
<PERIOD-END>                                JUN-30-1998
<CASH>                                               23
<SECURITIES>                                         69
<RECEIVABLES>                                       328
<ALLOWANCES>                                          0
<INVENTORY>                                          47
<CURRENT-ASSETS>                                    495
<PP&E>                                            9,727
<DEPRECIATION>                                    4,540
<TOTAL-ASSETS>                                    5,797
<CURRENT-LIABILITIES>                               393
<BONDS>                                               0
<COMMON>                                              2
                                 0
                                           0
<OTHER-SE>                                        3,065 
<TOTAL-LIABILITY-AND-EQUITY>                      5,797
<SALES>                                             844
<TOTAL-REVENUES>                                    844
<CGS>                                               681
<TOTAL-COSTS>                                       681
<OTHER-EXPENSES>                                     (5)
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                                   72
<INCOME-PRETAX>                                      96
<INCOME-TAX>                                         25
<INCOME-CONTINUING>                                  71
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                         71
<EPS-PRIMARY>                                      0.40
<EPS-DILUTED>                                      0.40
        

</TABLE>


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