BURLINGTON RESOURCES INC, S-8, 1998-07-29

BURLINGTON RESOURCES INC
S-8, 1998-07-29
CRUDE PETROLEUM & NATURAL GAS

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As filed with the Securities and Exchange Commission on July 29, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
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)

Burlington Resources Inc.
1997 Employee Stock Incentive Plan
(Full title of the plan)
L. David Hanower
Senior Vice President, Law and Administration
5051 Westheimer, Suite 1400
Houston, Texas
(Name and address of agent for service)
(713) 624-9500
(Telephone number, including area code, of agent for service)
------------------------------
copy to:
John Schuster, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
------------------------------
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price (1) Registration Fee(1)
(1)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 5,000,000 shares $35.66 $178,300,000 $52,598.50
$.01 per share (2)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). Estimate is based on the average of the high and
low prices of the Registrant's Common Stock reported on the New York Stock
Exchange Composite Tape on July 28, 1998.
(2) Includes Rights associated with the Common Stock.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.

The following documents have been filed by Burlington Resources
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are hereby incorporated by reference in this Registration
Statement:

(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;

(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;

(3) The Registrant's Current Report on Form 8-K dated January 5,
1998;

(4) The Registrant's Proxy Statement filed in definitive form with
the Commission on February 12, 1998; and

(5) The description of the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A (Registration No. 1-9971)
dated June 21, 1988, filed with the Commission under Section 12
of the Exchange Act and as amended by the Registrant's Form 8
dated June 22, 1988.

All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters with respect to the issuance of the
securities offered hereby will be passed upon for the Registrant by Cahill
Gordon & Reindel (a partnership including a professional corporation), 80 Pine
Street, New York, New York 10005.

The financial statements incorporated by reference in this
Registration Statement from the Registrant's Annual Report on Form 10-K for the

<PAGE>

year ended December 31, 1997 have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP (successor firm to Coopers & Lybrand
L.L.P.), independent accountants, given on the authority of that firm as experts
in accounting and auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is governed by Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL"), which provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than action by or in the right of the corporation (a "Derivative Action")), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of Derivative
Actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.

Article X of the Registrant's By-Laws requires indemnification of
directors and officers to the full extent permitted under the DGCL as from time
to time in effect. Subject to any restrictions imposed by the DGCL, the
Registrant's By-Laws provide a right to indemnification for all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) actually and reasonably
incurred by any person in connection with any actual or threatened proceeding by
reason of the fact that such person is or was serving as a director or officer
of the Registrant, or that, being or having been such a director or officer of
the Registrant, such person is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including an employee benefit plan.
The Registrant's By-Laws also provide that the Registrant may, by action of its
Board of Directors, provide indemnification to its employees or agents with the
same scope and effect as the foregoing indemnification of directors and
officers.

Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

Article 13 of the Registrant's Certificate of Incorporation, as
amended, provides that to the full extent that the DGCL permits the limitation
or elimination of the liability of directors, a director of the Registrant shall
not be liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as director. Any amendment or repeal of such Article 13
will not adversely affect any right or protection of a director of the
Registrant for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. The DGCL and the Registrant's

-2-

<PAGE>

Certificate of Incorporation, as amended, may have no effect on claims arising
under the federal securities laws.

Officers and directors of the Registrant are covered by insurance
(with certain exceptions and within certain limitations) which indemnifies them
against losses and liabilities arising from certain alleged "wrongful acts,"
including alleged errors or misstatements, or certain other alleged wrongful
acts or omissions constituting neglect or breach of duty.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Registrant has submitted the Burlington Resources Inc. 1997
Employee Stock Incentive Plan (the "Plan") and will submit any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.

The following exhibits are filed as part of this Registration
Statement:

Exhibit No. Description

4.1 Form of Rights Agreement dated as of December 16, 1988, between the
Registrant 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 (filed as Exhibit 1 to Form 8-A, filed
December 1988, and incorporated herein by reference).

4.2 Amendment No. 1 to Form of Rights Agreement (filed as Exhibit 2 to
Form 8-K, filed March 1989, and incorporated herein by reference).

4.3 Amendment No. 2 to Form of Rights Agreement (filed as Exhibit 5 to
Form 8-A/A, filed October 11, 1996, and incorporated herein by
reference).

4.4 Form of Certificate of Incorporation (filed as Exhibit 3.1 to the
Registrant's Form 8, filed March 1990, and incorporated herein by
reference).

4.5 Form of By-Laws of the Registrant (as amended through July 8, 1998).

5.1 Opinion of Cahill Gordon & Reindel regarding the legality of the
securities being registered.

23.1 Consent of PricewaterhouseCoopers LLP.

-3-

<PAGE>

23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).

24.1 Powers of Attorney authorizing execution of Registration Statement of
Form S-8 on behalf of certain directors of Registrant (included on
signature pages to this Registration Statement).

ITEM 9. UNDERTAKINGS.

The undersigned hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (a) (i) and (a) (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(d) For purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13 (a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons

-4-

<PAGE>

of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act 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 Act and will be governed by the final adjudication of
such issue.

-5-

<PAGE>

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on this 29th
day of July, 1998.

BURLINGTON RESOURCES INC.

By: /s/ Bobby S. Shackouls
------------------------------------
Name: Bobby S. Shackouls
Title: Chairman of the Board,
President and Chief
Executive Officer

<PAGE>

POWER OF ATTORNEY

Each person whose individual signature appears below hereby
authorizes John E. Hagale and L. David Hanower and each of them as
attorneys-in-fact, with full power of substitution, to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration Statement, including any and
all post-effective amendments.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of July, 1998.

Signature Title

/s/ Bobby S. Shackouls Chairman of the Board, President and
- ---------------------------------------- Chief Executive Officer
Bobby S. Shackouls

/s/ H. Leighton Steward Vice Chairman of the Board
- ----------------------------------------
H. Leighton Steward

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

/s/ Philip W. Cook Vice President and Controller
- ---------------------------------------- (Chief Accounting Officer)
Philip W. Cook

/s/ John V. Byrne Director
- ----------------------------------------
John V. Byrne

/s/ S. Parker Gilbert Director
- ----------------------------------------
S. Parker Gilbert

/s/ Laird I. Grant Director
- ----------------------------------------
Laird I. Grant

/s/ John T. LaMacchia Director
- ----------------------------------------
John T. LaMacchia

/s/ James F. McDonald Director
- ----------------------------------------
James F. McDonald

/s/ Kenneth W. Orce Director
- ----------------------------------------
Kenneth W. Orce

/s/ Donald M. Roberts Director
- ----------------------------------------
Donald M. Roberts

/s/ John F. Schwarz Director
- ----------------------------------------
John F. Schwarz

/s/ William E. Wall Director
- ----------------------------------------
William E. Wall

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Description

4.2 Amendment No. 1 to Form of Rights Agreement (filed as Exhibit 2 to
Form 8-K, filed March 1989, and incorporated herein by reference).

4.3 Amendment No. 2 to Form of Rights Agreement (filed as Exhibit 5 to
Form 8-A/A, filed October 11, 1996, and incorporated herein by
reference).

4.4 Form of Certificate of Incorporation (filed as Exhibit 3.1 to the
Registrant's Form 8, filed March 1990, and incorporated herein by
reference).

4.5 Form of By-Laws of the Registrant (as amended through July 8, 1998).

5.1 Opinion of Cahill Gordon & Reindel regarding the legality of the
securities being registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).

24.1 Powers of Attorney authorizing execution of Registration Statement of
Form S-8 on behalf of certain directors of Registrant (included on
signature pages to this Registration Statement).

By-Laws
of
Burlington Resources Inc.

As Amended Through July 8, 1998

<PAGE>

Table of Contents

Page

Article I Offices............................................... 1

Section 1 Registered Office and Agent........................... 1
Section 2 Other Offices......................................... 1

Article II Stockholders.......................................... 1

Section 1 Annual Meetings....................................... 1
Section 2 Special Meetings...................................... 1
Section 3 Place of Meetings..................................... 2
Section 4 Notice of Meetings.................................... 2
Section 5 Fixing of Record Date for Determining Stockholders.... 2
Section 6 Quorum................................................ 3
Section 7 Organization.......................................... 3
Section 8 Voting................................................ 4
Section 9 Inspectors............................................ 4
Section 10 List of Stockholders.................................. 5

Article III Board Of Directors.................................... 5

Section 1 Number, Qualification and Term of Office.............. 5
Section 2 Vacancies............................................. 5
Section 3 Resignations.......................................... 6
Section 4 Removals.............................................. 6
Section 5 Place of Meetings; Books and Records.................. 6
Section 6 Annual Meeting of the Board........................... 6
Section 7 Regular Meetings...................................... 6
Section 8 Special Meetings...................................... 7
Section 9 Quorum and Manner of Acting........................... 7
Section 10 Organization.......................................... 7
Section 11 Consent of Directors in Lieu of Meeting............... 7
Section 12 Telephonic Meetings................................... 8
Section 13 Compensation.......................................... 8

<PAGE>

Page

Article IV Committees Of The Board Of Directors.................. 8

Section 1 Executive Committee................................... 8
Section 2 Finance Committee..................................... 9
Section 3 Audit Committee....................................... 9
Section 4 Compensation and Nominating Committee................. 9
Section 5 Committee Chairman, Books and Records................. 10
Section 6 Alternates............................................ 10
Section 7 Other Committees...................................... 10
Section 8 Quorum and Manner of Acting........................... 11

Article V Officers.............................................. 11

Section 1 Number................................................ 11
Section 2 Election, Term of Office and Qualifications........... 11
Section 3 Resignations.......................................... 11
Section 4 Removals.............................................. 12
Section 5 Vacancies............................................. 12
Section 6 Compensation of Officers.............................. 12
Section 7 Chairman of the Board................................. 12
Section 8 Vice Chairman of the Board............................ 12
Section 9 President............................................. 13
Section 10 Chief Executive Officer .............................. 13
Section 11 Chief Financial Officer .............................. 14
Section 12 Secretary............................................. 14
Section 13 Treasurer............................................. 15
Section 14 Absence or Disability of Officers..................... 15

Article VI Stock Certificates And Transfer Thereof............... 15

Section 1 Stock Certificates.................................... 15
Section 2 Transfer of Stock..................................... 16
Section 3 Transfer Agent and Registrar.......................... 16
Section 4 Additional Regulations................................ 16
Section 5 Lost, Destroyed or Mutilated Certificates............. 17

Article VII Dividends, Surplus, Etc............................... 17

Article VIII Seal................................................... 17

<PAGE>

Page

Article IX Fiscal Year........................................... 17

ARTICLE X Indemnification....................................... 17

Section 1 Right to Indemnification.............................. 17
Section 2 Right of Indemnitee to Bring Suit..................... 18
Section 3 Nonexclusivity of Rights.............................. 19
Section 4 Insurance, Contracts and Funding...................... 19
Section 5 Definition of Director and Officer.................... 19
Section 6 Indemnification of Employees and Agents of the
Corporation........................................... 19

Article XI Checks, Drafts, Bank Accounts, Etc.................... 19

Section 1 Checks, Drafts, Etc.; Loans........................... 19
Section 2 Deposits.............................................. 20

Article XII Amendments............................................ 20

iii

<PAGE>

By-Laws

Burlington Resources Inc.

Article I

Offices

Section 1. Registered Office and Agent.

The registered office of the corporation is located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle,
State of Delaware, and the name of its registered agent at such address is The
Corporation Trust Company.

Section 2. Other Offices.

The corporation may have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.

Article II

Stockholders

Section 1. Annual Meetings.

A meeting of the stockholders for the purpose of electing directors and for
the transaction of such other business as may properly be brought before the
meeting shall be held annually at ten (10) o'clock A.M. on the third Thursday of
April, or at such other time on such other day as shall be fixed by resolution
of the Board of Directors. If the day fixed for the annual meeting shall be a
legal holiday such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings.

Special meetings of the stockholders for any purpose or purposes may be
called only by a majority of the Board of Directors, the Chairman of the Board,
or the President. (Amended February 22, 1989)

<PAGE>

Section 3. Place of Meetings.

The annual meeting of the stockholders of the corporation shall be held at
the general offices of the corporation in the City of Houston, State of Texas,
or at such other place in the United States as may be stated in the notice of
the meeting. All other meetings of the stockholders shall be held at such places
within or without the State of Delaware as shall be stated in the notice of the
meeting. (Amended December 6, 1995)

Section 4. Notice of Meetings.

4.1 Giving of Notice. Except as otherwise provided by statute, written
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting. If mailed, notice shall be
given when deposited in the United States mails, postage prepaid, directed to
such stockholder at his or her address as it appears in the stock ledger of the
corporation. Each such notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.

4.2 Notice of Adjourned Meetings. When a meeting is adjourned to another
time and place, notice of the adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment is
given. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

4.3 Waiver of Notice.

4.3.1 Whenever any notice is required to be given to any stockholder under
the provisions of these By-Laws, the Certificate of Incorporation or the General
Corporation Law of Delaware, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

4.3.2 The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when a stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

Section 5. Fixing of Record Date for Determining Stockholders.

5.1 Meetings. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board, the record date
for determining stockholders shall be at the close of business on the day next

<PAGE>

preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at the meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

5.2 Dividends, Distributions and Other Rights. For the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.

Section 6. Quorum.

A majority of the outstanding shares of stock of the corporation entitled
to vote, present in person or represented by proxy, shall constitute a quorum at
a meeting of the stockholders; provided that where a separate vote by a class or
classes or by a series of a class is required, a majority of the outstanding
shares of such class or classes or of such series of a class, present in person
or represented by proxy at the meeting, shall constitute a quorum entitled to
take action with respect to the vote on that matter. If less than a majority of
the outstanding shares entitled to vote are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. If a quorum is present or represented at a reconvened meeting
following such an adjournment, any business may be transacted that might have
been transacted at the meeting as originally called. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

Section 7. Organization.

At each meeting of the stockholders, the Chairman of the Board, or in his
or her absence such person as shall have been designated by the Board of
Directors, or in the absence of such designation a person elected by the holders
of a majority in number of shares of stock present in person or represented by
proxy and entitled to vote, shall act as Chairman of the meeting.

The Secretary, or in his or her absence or in the event he or she shall be
presiding over the meeting in accordance with the provisions of this Section, an
Assistant Secretary or, in the absence of the Secretary and all of the Assistant
Secretaries, any person appointed by the Chairman of the meeting, shall act as
Secretary of the meeting.

<PAGE>

Section 8. Voting.

8.1 Generally. Unless otherwise provided in the Certificate of
Incorporation or a resolution of the Board of Directors creating a series of
stock, at each meeting of the stockholders, each holder of shares of any series
or class of stock entitled to vote at such meeting shall be entitled to one vote
for each share of stock having voting power in respect of each matter upon which
a vote is to be taken, standing in his or her name on the stock ledger of the
corporation on the record date fixed as provided in these By-Laws for
determining the stockholders entitled to vote at such meeting. In all matters
other than the election of Directors, if a quorum is present, the affirmative
vote of the majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required by these By-Laws,
the Certificate of Incorporation or the General Corporation Law of Delaware.
Where a separate vote by a class or classes or by a series of a class is
required, if a quorum is present, the affirmative vote of the majority of shares
of such class or classes or series of a class present in person or represented
by proxy at the meeting shall be the act of such class or classes or series of a
class.

8.2 Voting for Directors. At each election of Directors the voting shall be
by ballot. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of Directors.

8.3 Shares Held or Controlled by the Corporation. Shares of its own capital
stock belonging to the corporation, or to another corporation if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held by the corporation, shall neither be entitled to vote nor
counted for quorum purposes.

8.4 Proxies. A stockholder may vote by proxy executed in writing by the
stockholder or by his or her attorney-in-fact. Alternatively, a stockholder may
vote by proxy by means of electronic transmission, including, but not limited
to, electronic mail, telephonic transmission or telegram; provided that any such
means of electronic transmission must set forth information from which it can be
determined that such electronic transmission was authorized by the stockholder.
Such written or electronically transmitted proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. A proxy shall
become invalid three years after the date of its execution, unless otherwise
provided in the proxy. A proxy with respect to a specified meeting shall entitle
the holder thereof to vote at any reconvened meeting following adjournment of
such meeting but shall not be valid after the final adjournment thereof.
(Amended July 8, 1998)

Section 9. Inspectors.

Prior to each meeting of stockholders, the Board of Directors shall appoint
one or more Inspectors who are not directors, candidates for directors or
officers of the corporation, who shall receive and determine the validity of
proxies and the qualifications of voters, and receive, inspect, count and report
to the meeting in writing the votes cast on all matters submitted to a vote at
such meeting. In case of failure of the Board of Directors to make such
appointments or in case of failure of any Inspector so appointed to act, the

<PAGE>

Chairman of the Board shall make such appointment or fill such vacancies. Each
Inspector, immediately before entering upon his or her duties, shall subscribe
to an oath or affirmation faithfully to execute the duties of Inspector at such
meeting with strict impartiality and according to the best of his or her
ability. (Amended July 8, 1998)

Section 10. List of Stockholders.

The Secretary or other officer or agent having charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
said meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each class and series registered in the
name of each such stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. Such list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this section, or the books of the corporation, or to vote in person or by
proxy at any such meeting.

Article III

Board Of Directors

Section 1. Number, Qualification and Term of Office.

The business, property and affairs of the corporation shall be managed by a
Board consisting of not less than one Director. The Board of Directors shall
from time to time by a vote of a majority of the Directors then in office fix
the specific number of Directors to constitute the Board. At each annual meeting
of stockholders a Board of Directors shall be elected by the stockholders for a
term of one year. Each Director shall serve until his or her successor is
elected and shall qualify.

Section 2. Vacancies.

Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, at any regular or special meeting of the Board of
Directors.

<PAGE>

Section 3. Resignations.

Any Director may resign at any time upon written notice to the Secretary of
the corporation. Such resignation shall take effect on the date of receipt of
such notice or at any later date specified therein; and the acceptance of such
resignation, unless required by the terms thereof, shall not be necessary to
make it effective. When one or more Directors shall resign effective at a future
date, a majority of the Directors then in office, including those who have
resigned, shall have power to fill such vacancy or vacancies to take effect when
such resignation or resignations shall become effective.

Section 4. Removals.

Any Director may be removed, with cause, at any special meeting of the
stockholders called for that purpose, by the affirmative vote of the holders of
a majority in number of shares of the corporation entitled to vote for the
election of such Director, and the vacancy in the Board caused by any such
removal may be filled by the stockholders at such a meeting.

Section 5. Place of Meetings; Books and Records.

The Board of Directors may hold its meetings, and have an office or
offices, at such place or places within or without the State of Delaware as the
Board from time to time may determine.

The Board of Directors, subject to the provisions of applicable statutes,
may authorize the books and records of the corporation, and offices or agencies
for the issue, transfer and registration of the capital stock of the
corporation, to be kept at such place or places outside of the State of Delaware
as, from time to time, may be designated by the Board of Directors.

Section 6. Annual Meeting of the Board.

The first meeting of each newly elected Board of Directors, to be known as
the Annual Meeting of the Board, for the purpose of electing officers,
designating committees and the transaction of such other business as may come
before the Board, shall be held as soon as practicable after the adjournment of
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held due to the absence of a quorum, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the newly elected Directors.

Section 7. Regular Meetings.

The Board of Directors shall, by resolution, provide for regular meetings
of the Board at such times and at such places as it deems desirable. Notice of
regular meetings need not be given.

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Section 8. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of
the Board or the President and shall be called by the Secretary on the written
request of five Directors on such notice as the person or persons calling the
meeting shall deem appropriate in the circumstances. Notice of each such special
meeting shall be mailed to each Director or delivered to him or her by
telephone, telegraph or any other means of electronic communication, in each
case addressed to his or her residence or usual place of business, or delivered
to him or her in person or given to him or her orally. The notice of meeting
shall state the time and place of the meeting but need not state the purpose
thereof. Whenever any notice is required to be given to any Director under the
provisions of these By-Laws, the Certificate of Incorporation or the General
Corporation Law of Delaware, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board or any committee appointed by the Board need be specified in the
waiver of notice of such meeting. Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting except when a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. (Amended July 7, 1992
and October 22, 1997)

Section 9. Quorum and Manner of Acting.

Except as otherwise provided by statute, the Certificate of Incorporation,
or these By-Laws, the presence of a majority of the total number of Directors
shall constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors, and the act of a majority of the
Directors present at any such meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum, a majority of the
Directors present may adjourn the meeting, from time to time, until a quorum is
present. Notice of any such adjourned meeting need not be given.

Section 10. Organization.

At every meeting of the Board of Directors, the Chairman of the Board or in
his or her absence the President or, if both of the said officers are absent, a
Chairman chosen by a majority of the Directors present shall act as Chairman of
the meeting. The Secretary, or in his or her absence, an Assistant Secretary, or
in the absence of the Secretary and all the Assistant Secretaries, any person
appointed by the Chairman of the meeting, shall act as Secretary of the meeting.
(Amended July 7, 1992)

Section 11. Consent of Directors in Lieu of Meeting.

Unless otherwise restricted by the Certificate of Incorporation or by these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors, or any committee designated by the Board, may be taken

<PAGE>

without a meeting if all members of the Board or committee consent thereto in
writing, and such written consent is filed with the minutes of the proceedings
of the Board or committee.

Section 12. Telephonic Meetings.

Members of the Board of Directors, or any committee designated by the Board
of Directors, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting.

Section 13. Compensation.

Each Director, who is not a full-time salaried officer of the corporation
or any of its wholly owned subsidiaries, when authorized by resolution of the
Board of Directors, may receive as a Director a stated salary or an annual
retainer and in addition may be allowed a fixed fee and his or her reasonable
expenses for attendance at each regular or special meeting of the Board of any
Committee thereof.

Article IV

Committees Of The Board Of Directors

Section 1. Executive Committee.

The Board of Directors may, in its discretion, designate annually an
Executive Committee consisting of not less than five Directors as it may from
time to time determine. The Committee shall have and may exercise such powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation as the Board of Directors may from time to time
prescribe and may authorize the seal of the corporation to be affixed to all
papers which may require it, but the Committee shall have no power or authority
to amend the Certificate of Incorporation (except that the Committee may, to the
extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board of Directors, fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopt an agreement of merger
or consolidation, recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommend to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, amend the By-Laws of the corporation, elect officers or fill
vacancies on the Board of Directors or any Committee of the Board, declare a
dividend or authorize the issuance of stock. (Amended October 22, 1997)

<PAGE>

Section 2. Finance Committee.

The Board of Directors may, in its discretion, designate annually a Finance
Committee, consisting of such number of Directors as the Board of Directors may
from time to time determine. The Committee shall monitor, review, appraise and
recommend to the Board of Directors appropriate action with respect to the
corporation's capital structure, its source of funds and its financial position;
review and recommend appropriate delegations of authority to management on
expenditures and other financial commitments; review terms and conditions of
financing plans; develop and recommend dividend policies and recommend to the
Board specific dividend payments; review the performance of the trustee of the
corporation's pension trust fund, and any proposed change in the investment
policy of the trustee with respect to such fund; and such other duties,
functions and powers as the Board may from time to time prescribe.

Section 3. Audit Committee.

The Board of Directors shall designate annually an Audit Committee
consisting of not less than three Directors as it may from time to time
determine, none of whom shall be officers of the corporation. The Committee
shall review with the independent accountants the corporation's financial
statements, basic accounting and financial policies and practices, competency of
control personnel, standard and special tests used in verifying the
corporation's statements of account and in determining the soundness of the
corporation's financial condition and report to the Board the results of such
reviews; review the policies and practices pertaining to publication of
quarterly and annual statements to assure consistency with audited results and
the implementing of policies and practices recommended by the independent
accountants; ensure that suitable independent audits are made of the operations
and results of subsidiary corporations and affiliates; monitor compliance with
the corporation's code of business conduct, and such other duties, functions and
powers as the Board may from time to time prescribe.

Section 4. Compensation and Nominating Committee.

The Board of Directors shall designate annually a Compensation and
Nominating Committee consisting of such number of Directors as the Board of
Directors may from time to time determine. The Committee shall review, report
and make recommendations to the Board of Directors on the following matters:

(a) The compensation of the Chief Executive Officer and all senior
officers of the corporation and its principal operating subsidiaries
reporting directly to the Chief Executive Officer following an annual
review of management's recommendations for the individuals involved.
If circumstances involving individuals require a salary adjustment
between such reviews, a recommendation may be made directly to the
Board of Directors by the Chief Executive Officer without the
necessity of a meeting of the Compensation and Nominating Committee.

<PAGE>

(b) The size and composition of the Board and nominees for Directors;
evaluate the performance of the officers of the corporation and
together with management, select and recommend to the Board
appropriate individuals for election, appointment and promotion as
officers of the corporation and ensure the continuity of able capable
management.

(c) Any proposed stock option plans, stock purchase plans, retirement
plans, and any other plans, systems and practices of the corporation
relating to the compensation of any employees of the corporation and
any proposed plans of any subsidiary company involving the issuance or
purchase of capital stock of the corporation.

(d) Such other matters as the Board may from time to time prescribe.

The Committee shall carry out the duties assigned to the Committee under
any existing stock option plans or other existing compensation or benefit plans;
and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe. (Amended July 7, 1992 and December 6,
1995)

Section 5. Committee Chairman, Books and Records.

Each Committee shall elect a Chairman to serve for such term as it may
determine, shall fix its own rules of procedure and shall meet at such times and
places and upon such call or notice as shall be provided by such rules. It shall
keep a record of its acts and proceedings, and all action of the Committee shall
be reported to the Board of Directors at the next meeting of the Board.

Section 6. Alternates.

Alternate members of the Committees prescribed by this Article IV may be
designated by the Board of Directors from among the Directors to serve as
occasion may require. Whenever a quorum cannot be secured for any meeting of any
such Committee from among the regular members thereof and designated alternates,
the member or members of such Committee present at such meeting and not
disqualified from voting, whether or not he or she or they constitute a quorum,
may unanimously appoint another member of the Board to act at the meeting in the
place of such absent or disqualified member.

Alternative members of such Committees shall receive a reimbursement for
expenses and compensation at the same rate as regular members of such
Committees.

Section 7. Other Committees.

The Board of Directors may designate such other Committees, each to consist
of two or more Directors, as it may from time to time determine, and each such
Committee shall serve for such term and shall have and may exercise, during

<PAGE>

intervals between meetings of the Board of Directors, such duties, functions and
powers as the Board of Directors may from time to time prescribe.

Section 8. Quorum and Manner of Acting.

At each meeting of any Committee the presence of a majority of the members
of such Committee, whether regular or alternate, shall be necessary to
constitute a quorum for the transaction of business, and if a quorum is present
the concurrence of a majority of those present shall be necessary for the taking
of any action; provided, however, that no action may be taken by the Executive
Committee or the Finance Committee when two or more officers of the corporation
are present as members at a meeting of either such Committee unless such action
shall be concurred in by the vote of two or more members of such Committee who
are not officers of the corporation.

Article V

Officers

Section 1. Number.

The officers of the corporation shall be a Chairman of the Board, a
President, a Chief Executive Officer, one or more Vice Chairmen of the Board, a
Chief Financial Officer, a Secretary, a Treasurer, and such other officers as
may be elected or appointed by the Board of Directors. Any number of offices may
be held by the same person. (Amended July 7, 1992, December 6, 1995, October 22,
1997 and July 8, 1998)

Section 2. Election, Term of Office and Qualifications.

The officers of the corporation shall be elected annually by the Board of
Directors. Each officer elected by the Board of Directors shall hold office
until his or her successor shall have been duly elected and qualified, or until
he or she shall have died, resigned or been removed in the manner hereinafter
provided.

Section 3. Resignations.

Any officer may resign at any time upon written notice to the Secretary of
the corporation. Such resignation shall take effect at the date of its receipt,
or at any later date specified therein; and the acceptance of such resignation,
unless required by the terms thereof, shall not be necessary to make it
effective.

<PAGE>

Section 4. Removals.

Any officer elected or appointed by the Board of Directors may be removed,
with or without cause, by the Board of Directors at a regular meeting or special
meeting of the Board. Any officer or agent appointed by any officer or committee
may be removed, either with or without cause, by such appointing officer or
committee.

Section 5. Vacancies.

Any vacancy occurring in any office of the corporation shall be filled for
the unexpired portion of the term in the same manner as prescribed in these
By-Laws for regular election or appointment to such office.

Section 6. Compensation of Officers.

The compensation of all officers elected by the Board of Directors shall be
approved or authorized by the Board of Directors or by the Chief Executive
Officer when so authorized by the Board of Directors or these By-Laws. (Amended
July 7, 1992, December 6, 1995 and July 8, 1998)

Section 7. Chairman of the Board.

The Chairman of the Board shall, when present, preside at all meetings of
the stockholders and of the Board of Directors; have authority to call special
meetings of the stockholders and of the Board of Directors; have authority to
sign and acknowledge in the name and on behalf of the corporation all stock
certificates, contracts or other documents and instruments except when the
signing thereof shall be expressly delegated to some other officer or agent by
the Board of Directors or required by law to be otherwise signed or executed
and, unless otherwise provided by law or by the Board of Directors, may
authorize any officer, employee or agent of the corporation to sign, execute and
acknowledge in his or her place and stead all such documents and instruments. He
or she shall consult with the President regarding the strategic direction and
business and affairs of the corporation and shall have such other powers and
perform such other duties as from time to time may be assigned to him or her by
the Board of Directors or the Executive Committee. (Amended July 7, 1992,
December 6, 1995 and July 8, 1998)

SECTION 8. Vice Chairman of the Board

The Vice Chairman of the Board shall, in the absence of the Chairman of the
Board, preside at all meetings of the stockholders and of the Board. He or she
shall have such other powers and perform such other duties as from time to time
may be assigned to him or her by the Board of Directors, the Chairman of the
Board, or the President. (Amended October 22, 1997 and July 8, 1998)

<PAGE>

Section 9. President.

The President shall, in the absence of the Chairman of the Board and the
Chief Executive Officer, preside at all meetings of the stockholders and of the
Board and have authority to call special meetings of the stockholders and of the
Board and have authority to call special meetings of the stockholders and of the
Board. The President shall have authority to sign and acknowledge in the name
and on behalf of the corporation all stock certificates, contracts or other
documents and instruments, except when the signing thereof shall be expressly
delegated to some other officer or agent by the Board, the Chairman of the Board
or the Chief Executive Officer, or required by law to be otherwise signed or
executed and, unless otherwise provided by law or by the Board, may authorize
any officer, employee or agent of the corporation to sign, execute and
acknowledge in his place and stead all such documents and instruments. He shall
have such other powers and perform such other duties as from time to time may be
assigned to him by the Board of Directors, the Executive Committee, the Chairman
of the Board or the Chief Executive Officer. The President shall have such power
and authority as is usual, customary and desirable to perform the duties of the
office. (Amended July 8, 1998)

Section 10. Chief Executive Officer.

The Chief Executive Officer shall have general authority over the property,
business and affairs of the corporation, and over all other officers, agents and
employees of the corporation, subject to the control and direction of the Board
of Directors and the Executive Committee, including the power to sign and
acknowledge in the name and on behalf of the corporation all stock certificates,
contracts or other documents and instruments except when the signing thereof
shall be expressly delegated to some other officer or agent by the Board of
Directors or required by law to be otherwise signed or executed and, unless
otherwise provided by law or by the Board of Directors, may authorize any
officer, employee or agent of the corporation to sign, execute and acknowledge
in his or her place and stead all such documents and instruments; he or she
shall fix the compensation of officers of the corporation other than his or her
own compensation and that of the senior officers of the corporation and its
principal operating subsidiaries reporting directly to him or her; and he or she
shall approve proposed employee compensation and benefit plans of subsidiary
companies not involving the issuance or purchase of capital stock of the
corporation.

The Chief Executive Officer is hereby authorized, without further approval
of the Finance Committee or the Board of Directors:

(a) To approve any expenditure by the corporation of up to $20
million for those expenditure categories presented to the Board
of Directors in the annual budget and up to $10 million for any
expenditure categories not presented, including investments,
leases, options to purchase or lease assets, business
acquisitions and land purchases.

(b) To approve individual cost overruns of up to 10% of any amounts
approved by or presented to the Board of Directors.

<PAGE>

(c) To approve disposition of assets and interests in securities of
subsidiaries or related commitments, provided that the aggregate
market value of the assets being disposed of in any one such
transaction does not exceed $10 million.

(d) To enter into leases or extensions thereof and other agreements
with respect to the assets of the corporation, including
interests in minerals and real estate, for a term of not more
than 10 years or for an unlimited term if the aggregate initial
rentals, over the term of the lease, including renewal options,
do not exceed $3 million.

(e) To approve increases in the capital budgets of the corporation's
operating subsidiaries provided such increases in the aggregate
do not exceed 10% of the corporation's capital budget for the
fiscal year.

(f) To approve in emergency situations commitments in excess of the
above-described limits provided they are in the interests of the
corporation.

The above delegation of authority does not authorize the corporation or its
subsidiaries to make a significant change in its business or to issue the
corporation's capital stock without the specific approval of the Board of
Directors. Notwithstanding these limitations, the Chief Executive Officer shall
have such power and authority as is usual, customary and desirable to perform
all the duties of the office. (Amended July 7, 1992, December 6, 1995, October
22, 1997 and July 8, 1998)

Section 11. Chief Financial Officer.

The Chief Financial Officer shall have responsibility for development and
administration of the corporation's financial plans and all financial
arrangements, its insurance programs, its cash deposits and short term
investments, its accounting policies, and its federal and state tax returns.
Such officer shall also be responsible for the corporation's internal control
procedures and for its relationship with the financial community. (Amended July
7, 1992, December 6, 1995 and July 8, 1998)

Section 12. Secretary.

The Secretary shall record the proceedings of the meetings of the
stockholders and directors, in one or more books kept for that purpose; see that
all notices are duly given in accordance with the provisions of the By-Laws or
as required by law; have charge of the corporate records and of the seal of the
corporation; affix the seal of the corporation or a facsimile thereof, or cause
it to be affixed, to all certificates for shares prior to the issue thereof and
to all documents the execution of which on behalf of the corporation under its
seal is duly authorized by the Board of Directors or otherwise in accordance
with the provisions of the By-Laws; keep a register of the post office address
of each stockholder, director or member, sign with the Chairman of the Board or

<PAGE>

the President, certificates for shares of stock of the corporation, the issuance
of which shall have been duly authorized by resolution of the Board of
Directors; have general charge of the stock transfer books of the corporation;
and in general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the Board of
Directors, the Executive Committee, the Chairman of the Board, the President, or
the corporation's legal counsel.. (Amended July 7, 1992, December 6, 1995 and
July 8, 1998)

Section 13. Treasurer.

The Treasurer shall have the responsibility for the custody and safekeeping
of all funds of the corporation and shall have charge of their collection,
receipt and disbursement; shall receive and have authority to sign receipts for
all monies paid to the corporation and shall deposit the same in the name and to
the credit of the corporation in such banks or depositories as the Board of
Directors shall approve; shall endorse for collection on behalf of the
corporation all checks, drafts, notes and other obligations payable to the
corporation; shall sign or countersign all notes, endorsements, guaranties and
acceptances made on behalf of the corporation when and as directed by the Board
of Directors; shall give bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the Board of Directors may require;
shall have the responsibility for the custody and safekeeping of all securities
of the corporation; and in general shall have such other powers and perform such
other duties as are incident to the office of Treasurer and as from time to time
may be prescribed by the Board of Directors or be delegated to him or her by the
Chairman of the Board, the President or the Chief Financial Officer. (Amended
July 7, 1992, December 6, 1995 and July 8, 1998)

Section 14. Absence or Disability of Officers.

In the absence or disability of the Chairman of the Board, any Vice
Chairman of the Board or the President, the Board of Directors may designate, by
resolution, individuals to perform the duties of those absent or disabled. The
Board of Directors may also delegate this power to a committee or to a senior
corporate officer. (Amended July 7, 1992 and October 22, 1997)

Article VI

Stock Certificates And Transfer Thereof

Section 1. Stock Certificates.

Except as otherwise permitted by statute, the Certificate of Incorporation
or resolution or resolutions of the Board of Directors, every holder of stock in
the corporation shall be entitled to have a certificate, signed by or in the
name of, the corporation by the Chairman of the Board, the President, or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the corporation, certifying the number of shares, and
the class and series thereof, owned by him or her in the corporation. Any and

<PAGE>

all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he or she were such officer,
transfer agent or registrar at the date of issue. (Amended July 7, 1992)

Section 2. Transfer of Stock.

Transfer of shares of the capital stock of the corporation shall be made
only on the books of the corporation by the holder thereof, or by his or her
attorney duly authorized, and on surrender of the certificate or certificates
for such shares. A person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner thereof as regards the corporation,
and the corporation shall not, except as expressly required by statute, be bound
to recognize any equitable or other claim to, or interest in, such shares on the
part of any other person whether or not it shall have express or other notice
thereof.

Section 3. Transfer Agent and Registrar.

The corporation shall at all times maintain a transfer office or agency in
the Borough of Manhattan, The City of New York, in charge of a transfer agent
designated by the Board of Directors (who shall have custody, subject to the
direction of the Secretary, of the original stock ledger and stock records of
the corporation), where the shares of the capital stock of the corporation of
each class shall be transferable, and also a registry office in the Borough of
Manhattan, The City of New York, other than its transfer office or agency in
said city, in charge of a registrar designated by the Board of Directors, where
its stock of each class shall be registered. The corporation may, in addition to
the said offices, if and whenever the Board of Directors shall so determine,
maintain in such place or places as the Board shall determine, one or more
additional transfer offices or agencies, each in charge of a transfer agent
designated by the Board, where the shares of capital stock of the corporation of
any class or classes shall be transferable, and also one or more additional
registry offices, each in charge of a registrar designated by the Board of
Directors, where such shares of stock of any class or classes shall be
registered. Except as otherwise provided by resolution of the Board of Directors
in respect of temporary certificates, no certificates for shares of capital
stock of the corporation shall be valid unless countersigned by a transfer agent
and registered by a registrant authorized as aforesaid.

Section 4. Additional Regulations.

The Board of Directors may make such additional rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.

<PAGE>

Section 5. Lost, Destroyed or Mutilated Certificates.

The Board of Directors may provide for the issuance of new certificates of
stock to replace certificates of stock lost, stolen, mutilated or destroyed, or
alleged to be lost, stolen, mutilated or destroyed, upon such terms and in
accordance with such procedures as the Board of Directors shall deem proper and
prescribe.

Article VII

Dividends, Surplus, Etc.

Except as otherwise provided by statute or the Certificate of
Incorporation, the Board of Directors may declare dividends upon the shares of
its capital stock either (1) out of its surplus, or (2) in case there shall be
no surplus, out of its net profits for the fiscal year, whenever, and in such
amounts as, in its opinion, the condition of the affairs of the corporation
shall render it advisable. Dividends may be paid in cash, in property, or in
shares of the capital stock of the corporation.

Article VIII

Seal

The Board of Directors shall adopt a suitable corporate seal which shall be
in the form imprinted hereon. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

Article IX

Fiscal Year

The fiscal year of the corporation shall begin on the first day of January
of each year.

Article X

Indemnification

Section 1. Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party
to or is involved (including, without limitation, as a witness) in any actual or

<PAGE>

threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the fact that he or
she is or was a Director or officer of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a Director, officer, employee or agent or in
any other capacity while serving as such a director, officer, employee or agent,
shall be indemnified and held harmless by the corporation to the full extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), or by other applicable law as then in effect, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) actually and reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators, provided, however, that except
as provided in Section 2 of this Article with respect to proceedings seeking to
enforce rights to indemnification, the corporation shall indemnify any such
indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee while a Director or
officer, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified
under this Section 1, or otherwise.

Section 2. Right of Indemnitee to Bring Suit.

If a claim under Section 1 of this Article is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, to the extent successful in whole or in part, the indemnitee
shall be entitled to be paid also the expense of prosecuting such suit. The
indemnitee shall be presumed to be entitled to indemnification under this
Article upon submission of a written claim (and, in an action brought to enforce
a claim for an advancement of expenses, where the required undertaking, if any
is required, has been tendered to the corporation), and thereafter the
corporation shall have the burden of proof to overcome the presumption that the
indemnitee is not so entitled. Neither the failure of the corporation (including
its Board of Directors, independent legal counsel, or its stockholders) to have

<PAGE>

made a determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel or
its stockholders) that the indemnitee is not entitled to indemnification shall
be a defense to the suit or create a presumption that the indemnitee is not so
entitled.

Section 3. Nonexclusivity of Rights.

The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
Directors or otherwise.

Section 4. Insurance, Contracts and Funding.

The corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law. The corporation may enter into contracts with
any indemnitee in furtherance of the provisions of this Article and may create a
trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article.

Section 5. Definition of Director and Officer.

Any person who is or was serving as a Director or officer of a wholly owned
subsidiary of the corporation shall be deemed, for purposes of this Article
only, to be a Director or officer of the corporation entitled to indemnification
under this Article.

Section 6. Indemnification of Employees and Agents of the Corporation.

The corporation may, by action of the Board of Directors from time to time,
grant rights to indemnification and advancement of expenses to employees and
agents of the corporation with the same scope and effect as the provisions of
this Article with respect to the indemnification and advancement of expenses of
Directors and officers of the corporation.

Article XI

Checks, Drafts, Bank Accounts, Etc.

Section 1. Checks, Drafts, Etc.; Loans.

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed

<PAGE>

by such officer or officers, agent or agents of the corporation and in such
manner as shall, from time to time, be determined by resolution of the Board of
Directors. No loans shall be contracted on behalf of the corporation unless
authorized by the Board of Directors. Such authority may be general or confined
to specific circumstances. (Amended July 7, 1992)

Section 2. Deposits.

All funds of the corporation shall be deposited, from time to time, to the
credit of the corporation in such banks, trust companies or other depositories
as the Board of Directors may select, or as may be selected by any officer or
officers, agent or agents of the corporation to whom such power may, from time
to time, be delegated by the Board of Directors; and for the purpose of such
deposit, the Chairman of the Board, the President, any Vice President, the
Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary,
or any other officer or agent to whom such power may be delegated by the Board
of Directors, may endorse, assign and deliver checks, drafts and other order for
the payment of money which are payable to the order of the corporation.

Article XII

Amendments

These By-Laws may be altered or repealed and new By-Laws may be made by the
affirmative vote, at any meeting of the Board, of a majority of the whole Board
of Directors, subject to the rights of the stockholders of the corporation to
amend or repeal By-Laws made or amended by the Board of Directors by the
affirmative vote of the holders of record of a majority in number of shares of
the outstanding stock of the corporation present or represented at any meeting
of the stockholders and entitled to vote thereon, provided that notice of the
proposed action be included in the notice of such meeting.

(Amended February 22, 1989, July 7, 1992, December 6, 1995, October 22, 1997 and
July 8, 1998)

[Letterhead of Cahill Gordon & Reindel]

July 29, 1998

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Re: Burlington Resources Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:

We have acted as counsel to Burlington Resources Inc. (the
"Company") in connection with the preparation of the Company's registration
statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended. The Registration Statement covers shares of the common stock of the
Company, par value $.01 per share (the "Common Stock"), offered under the
Burlington Resources Inc. 1997 Employee Stock Incentive Plan (the "Plan").

In rendering the opinions set forth herein, we have examined
originals, photocopies or conformed copies certified to our satisfaction of all
such corporate records, agreements, instruments and documents of the Company,
certificates of public officials and other certificates and opinions, and we
have made such other investigations, as we have deemed necessary in connection
with the opinions set forth herein. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
photocopies or conformed copies.

Based on the foregoing, we advise you that in our opinion, the
shares of Common Stock offered upon the exercise of options under the Plan in
accordance with the terms of the Plan and, in each case, upon payment to the
Company of any price for such Common Stock provided for in the Plan and the
shares of Common Stock granted as restricted stock to eligible employees under
the Plan in accordance with the terms of the Plan will be legally issued, fully
paid and nonassessable.

We are members of the bar of the State of New York, and in
rendering this opinion we express no opinion as to the laws of any jurisdiction
other than the laws of the State of New York, the General Corporation Law of the
State of Delaware and the Federal laws of the United States of America.

We hereby consent to the filing of a copy of this opinion with
the Commission as an exhibit to the Registration Statement referred to above.

Very truly yours,

/s/ Cahill Gordon & Reindel

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement
of Burlington Resources Inc. on Form S-8 of our report dated January 14, 1998 on
our audits of the consolidated financial statements of Burlington Resources Inc.
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which report is included in its Annual Report on Form
10-K for the year ended December 31, 1997 filed with the Securities and Exchange
Commission. We also consent to the reference to our firm under the caption
"Interests of named experts and counsel".

/s/ PricewaterhouseCoopers LLP

Houston, Texas
July 29, 1998