AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1999
                                                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)

              POCO PETROLEUMS LTD. INCENTIVE STOCK OPTION PLAN
                          (Full title of the plan)

                       FREDERICK J. PLAEGER, II, ESQ.
                     VICE PRESIDENT AND GENERAL COUNSEL
                         BURLINGTON RESOURCES INC.
                        5051 WESTHEIMER, SUITE 1400
                            HOUSTON, TEXAS 77056
                               (713) 624-9500
 (Name, address and telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

==============================================================================================================
                                                     PROPOSED
                                                     MAXIMUM          PROPOSED
                                      AMOUNT TO      OFFERING         MAXIMUM
       TITLE OF SECURITIES               BE         PRICE PER        AGGREGATE             AMOUNT OF
         TO BE REGISTERED            REGISTERED     SHARE (1)      OFFERING PRICE (1)  REGISTRATION FEE (1)
--------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>             <C>                   <C>
Common Stock, par value $.01 per     2,539,000      $34.78125       $88,309,594           $24,551
share (2)                            shares (3)

==============================================================================================================
<FN>
(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 November 12, 1999.

(2)  Includes Rights associated with the Common Stock.

(3)  Includes an indeterminate number of securities that may be issuable by
     reason of stock splits, stock dividends or similar transactions, in
     accordance with Rule 416 under the Securities Act of 1933.
</FN>
</TABLE>
<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, 1998;

     (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended September 30, 1999, June 30, 1999 and March 31, 1999;

     (3)  The Registrant's Current Reports on Form 8-K dated August 19,
          1999, August 18, 1999 and March 3, 1999;

     (4)  The definitive Joint Management Information Circular and Proxy
          Statement with respect to an Arrangement involving the Registrant
          and Poco Petroleums Ltd., filed by the Registrant on Form S-3
          on November 12, 1999;

     (5)  The definitive Joint Management Information Circular and Proxy
          Statement with respect to an Arrangement involving the Registrant
          and Poco Petroleums Ltd., filed by the Registrant on Schedule 14A
          on October 14, 1999; and

     (6)  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 Fried,
Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations).

          The financial statements incorporated by reference in this
Registration Statement from the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 have been incorporated herein in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given
on the authority of that firm as experts in accounting and auditing.

          The financial statements incorporated by reference in this
Registration Statement from the Joint Management Information Circular and
Proxy Statements filed by the Registrant have been incorporated herein in
reliance on the report of KPMG LLP, chartered 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 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 following exhibits are filed as part of this Registration
Statement:

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Form of Shareholder Rights Agreement dated as of
                    December 16, 1998, between the Registrant and
                    BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed
                    December 1998, and incorporated herein by reference).

4.2                 Form of Certificate of Incorporation (filed as Exhibit
                    3.1 to Form 10-K, filed February 26, 1999, and
                    incorporated herein by reference).

4.3                 Form of By-Laws of the Registrant (filed as Exhibit 3.1
                    to Form 10-K, filed February 26, 1999, and incorporated
                    herein by reference).

5.1                 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
                    partnership including professional corporations)
                    regarding the legality of the securities being
                    registered.*

23.1                Consent of PricewaterhouseCoopers LLP.*

23.2                Consent of KPMG LLP.*

23.3                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1).

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

------------------------
*Filed herewith.

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) That, 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 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.

                                 SIGNATURES

          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
18th day of November, 1999.

                                  BURLINGTON RESOURCES INC.



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



                             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 18th day of November, 1999.

         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/ Walter Scott, Jr.             Director
----------------------------
Walter Scott, Jr.


/s/ William E. Wall               Director
----------------------------
William E. Wall
<PAGE>
                             INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Form of Shareholder Rights Agreement dated as of
                    December 16, 1998, between the Registrant and
                    BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed
                    December 1998, and incorporated herein by reference).

4.2                 Form of Certificate of Incorporation (filed as Exhibit
                    3.1 to Form 10-K, filed February 26, 1999, and
                    incorporated herein by reference).

4.3                 Form of By-Laws of the Registrant (filed as Exhibit 3.1
                    to Form 10-K, filed February 26, 1999, and incorporated
                    herein by reference).

5.1                 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
                    partnership including professional corporations)
                    regarding the legality of the securities being
                    registered.*

23.1                Consent of PricewaterhouseCoopers LLP.*

23.2                Consent of KPMG LLP.*

23.3                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1).

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

------------------------
*Filed herewith.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1999
                                                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)

              POCO PETROLEUMS LTD. INCENTIVE STOCK OPTION PLAN
                          (Full title of the plan)

                       FREDERICK J. PLAEGER, II, ESQ.
                     VICE PRESIDENT AND GENERAL COUNSEL
                         BURLINGTON RESOURCES INC.
                        5051 WESTHEIMER, SUITE 1400
                            HOUSTON, TEXAS 77056
                               (713) 624-9500
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

==============================================================================================================
                                                     PROPOSED
                                                     MAXIMUM          PROPOSED
                                      AMOUNT TO      OFFERING         MAXIMUM
       TITLE OF SECURITIES               BE         PRICE PER        AGGREGATE             AMOUNT OF
         TO BE REGISTERED            REGISTERED     SHARE (1)      OFFERING PRICE (1)  REGISTRATION FEE (1)
--------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per     2,539,000      $34.78125       $88,309,594           $24,551
share (2)                            shares (3)

==============================================================================================================
(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 November 12, 1999.

(2)  Includes Rights associated with the Common Stock.

(3)  Includes an indeterminate number of securities that may be issuable by
     reason of stock splits, stock dividends or similar transactions, in
     accordance with Rule 416 under the Securities Act of 1933.
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, 1998;

     (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended September 30, 1999, June 30, 1999 and March 31, 1999;

     (3)  The Registrant's Current Reports on Form 8-K dated August 19,
          1999, August 18, 1999 and March 3, 1999;

     (4)  The definitive Joint Management Information Circular and Proxy
          Statement with respect to an Arrangement involving the Registrant
          and Poco Petroleums Ltd., filed by the Registrant on Form S-3
          on November 12, 1999;

     (5)  The definitive Joint Management Information Circular and Proxy
          Statement with respect to an Arrangement involving the Registrant
          and Poco Petroleums Ltd., filed by the Registrant on Schedule 14A
          on October 14, 1999; and

     (6)  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 Fried,
Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations).

          The financial statements incorporated by reference in this
Registration Statement from the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 have been incorporated herein in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given
on the authority of that firm as experts in accounting and auditing.

          The financial statements incorporated by reference in this
Registration Statement from the Joint Management Information Circular and
Proxy Statements filed by the Registrant have been incorporated herein in
reliance on the report of KPMG LLP, chartered 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 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 following exhibits are filed as part of this Registration
Statement:

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Form of Shareholder Rights Agreement dated as of
                    December 16, 1998, between the Registrant and
                    BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed
                    December 1998, and incorporated herein by reference).

4.2                 Form of Certificate of Incorporation (filed as Exhibit
                    3.1 to Form 10-K, filed February 26, 1999, and
                    incorporated herein by reference).

4.3                 Form of By-Laws of the Registrant (filed as Exhibit 3.1
                    to Form 10-K, filed February 26, 1999, and incorporated
                    herein by reference).

5.1                 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
                    partnership including professional corporations)
                    regarding the legality of the securities being
                    registered.*

23.1                Consent of PricewaterhouseCoopers LLP.*

23.2                Consent of KPMG LLP.*

23.3                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1).

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

------------------------
*Filed herewith.

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) That, 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 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.

                                 SIGNATURES

          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
18th day of November, 1999.

                                  BURLINGTON RESOURCES INC.

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

                             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 18th day of November, 1999.

         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/ Walter Scott, Jr.             Director
----------------------------
Walter Scott, Jr.

/s/ William E. Wall               Director
----------------------------
William E. Wall
INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Form of Shareholder Rights Agreement dated as of
                    December 16, 1998, between the Registrant and
                    BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed
                    December 1998, and incorporated herein by reference).

4.2                 Form of Certificate of Incorporation (filed as Exhibit
                    3.1 to Form 10-K, filed February 26, 1999, and
                    incorporated herein by reference).

4.3                 Form of By-Laws of the Registrant (filed as Exhibit 3.1
                    to Form 10-K, filed February 26, 1999, and incorporated
                    herein by reference).

5.1                 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
                    partnership including professional corporations)
                    regarding the legality of the securities being
                    registered.*

23.1                Consent of PricewaterhouseCoopers LLP.*

23.2                Consent of KPMG LLP.*

23.3                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1).

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

------------------------
*Filed herewith.