UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                            ________________________

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                                December 16, 1999
                       (Date of earliest event reported)


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



       Delaware                        1-9971                  91-1413284
     (State or other                (Commission              (IRS Employer
     Jurisdiction of                File Number)             Identification
     Incorporation)                                              Number)




               5051 Westheimer, Suite 1400, Houston, Texas 77056
               (Address of principal executive offices, zip code)






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






<PAGE>



Item 5. OTHER EVENT

     On December 16, 1999, BR announced  preliminary  estimates of year-end 1999
reserves and disclosed that 1999 reserve revisions included  performance related
downward  adjustments  associated with certain properties located on the Gulf of
Mexico Shelf and in the Permian Basin.  BR also announced that it would record a
one-time,  non-cash charge of approximately $225 million ( pretax) to reduce the
carrying  value of the  affected  properties  in  accordance  with  Statement of
Financial Accounting Standards No. 121.

     A copy of the Press Release has been included as an exhibit to this report.





Item 7. EXHIBIT

     (c)     Exhibit

             Exhibit 99.1 - Press Release of BR dated December 16, 1999




                           FORWARD-LOOKING STATEMENTS

     This  report  (including  the  exhibits)  contains  projections  and  other
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934.  These  projections  and  statements  reflect BR's current
views with respect to future events and financial performance. No assurances can
be given,  however,  that these events will occur or that these projections will
be achieved and actual results could differ materially from those projected as a
result of certain  factors.  A  discussion  of these  factors is included in the
companies' 1998 Form 10-K.



                                       2


<PAGE>



                                   SIGNATURE

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                        BURLINGTON RESOURCES INC.
                                        (Registrant)



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


Date:   December 20, 1999


                                       3


<PAGE>



                                 EXHIBIT INDEX


Exhibit
Number                             Exhibit                       Page

99.1                Press Release dated December 16, 1999          5





                                       4


<PAGE>



                                  EXHIBIT 99.1


BR ANNOUNCES PRELIMINARY ESTIMATES OF YEAR-END 1999 RESERVES


     Houston,  Texas,  December 16, 1999.  Burlington  Resources Inc.  (NYSE:BR)
("BR") today  announced  that it expected to replace  approximately  140% of its
1999 worldwide oil and gas production at an average reserve  replacement cost of
approximately  $0.72 per thousand cubic feet of natural gas  equivalent  (MCFE).
The  Company  said its  proved  oil and gas  reserves  as of  year-end  1999 are
expected to exceed 10.2 trillion  cubic feet of natural gas  equivalent  (TCFE),
approximately 4% above year-end 1998 totals.  Reserves added through  extensions
and  discoveries,  or "drill bit"  additions,  are  expected to total over 1,250
billion  cubic feet of natural  gas  reserves  (BCFE);  reserves  added  through
acquisitions are estimated at 200 BCFE; and net negative  reserve  revisions are
expected to total 140 BCFE.  BR indicated  that the estimated  year-end  reserve
balances  for both 1999 and 1998 include the  reserves of Poco  Petroleums  Ltd.
("Poco"),  which was  acquired by BR in a pooling of  interests  transaction  in
November  of 1999.  Production  for the  combined  company is  expected to total
approximately 925 BCFE for 1999.

     BR said that its reserve  revisions  include  performance  related downward
adjustments  associated  with certain  properties  located on the Gulf of Mexico
Shelf  and  in  the  Permian  Basin.  These  adjustments  were  necessitated  by
accelerating  decline on the Gulf of Mexico  Shelf  properties  and poorer  than
expected  waterflood response on a secondary recovery project in West Texas. The
Company  indicated  that  it  would  record  a  one-time,   non-cash  charge  of
approximately  $225 million (pretax) in the fourth quarter of 1999 to reduce the
carrying  value of the  affected  properties  in  accordance  with  Statement of
Financial  Accounting  Standards No. 121. The Company also indicated that fourth
quarter 1999 results would include a one-time  charge for costs  associated with
the Poco acquisition totaling $40 million (pretax).

     BR's total oil and gas capital  expenditures for 1999 are estimated at $940
million.  Exclusive  of  acquisitions,  the 1999  internal  oil and gas  capital
expenditures are estimated to be approximately  $800 million,  down 40% from the
comparable total for 1998.  Reserve  replacement costs (which include the effect
of reserve revisions) are expected to average approximately $0.72 per MCFE, with
finding and development costs per MCFE (which excludes acquisitions) averaging a
similar amount.



                                       5


<PAGE>


     BR  reported  that  proved   reserve   acquisitions   during  1999  totaled
approximately 200 BCFE at a cost of $135 million, or $0.68/MCFE. On a standalone
basis, BR acquired 140 BCFE of proved reserves at an average cost of $0.50/MCFE,
while Poco  acquired  60 BCFE at an average  cost of  approximately  $1.10/MCFE.
These acquisitions augmented BR's reserve, land and infrastructure  positions in
key core operating areas.

     BR indicated that, excluding the results of Poco's operations, net reserves
added from all sources are expected to total 1,100 BCFE,  resulting in a reserve
replacement ratio of approximately  150%.  Reserves added through extensions and
discoveries,  or "drill  bit"  additions,  are  expected  to total  1,060  BCFE;
reserves added through  acquisitions  totaled 140 BCFE; and net negative reserve
revisions are expected to total approximately 90 BCFE. Reserve replacement costs
(which include the effect of reserve revisions) for BR on a standalone basis are
expected to average $0.60 per MCFE, with finding and development  costs per MCFE
(which exclude acquisitions) also averaging $0.60 per MCFE.

     Bobby  Shackouls,  Chairman,  President  and CEO of BR  said,  "We are very
pleased  with  our  overall  operating  results  in 1999.  With our  high-graded
investment  program,  we were able to reduce our  internal  oil and gas  capital
spending by 40% in  comparison to 1998 while  improving our reserve  replacement
performance  substantially.  Our finding and development costs are significantly
below our average for the last several  years.  This is clear  evidence that our
fiscal discipline aimed at improving  financial returns on the capital we invest
is working.

     "Undoubtedly,  the downward reserve  revisions  associated with our Gulf of
Mexico Shelf  operations  were,  in part,  related to our decision to scale back
investments there.  However,  the steeper than anticipated declines that we have
continued to experience on the Shelf have  reinforced  our view that we made the
right  decision in  redirecting  that  capital to higher  return  projects  with
lasting value creation  prospects.  We believe that the impact of future natural
production  declines  in this area will be less  than we have  experienced  this
year,  and will be more  than  offset  by  production  growth  elsewhere  in our
operations.

     "We are pleased to see the long-term value  generating  projects which were
funded in our 1999  program  begin to bear  fruit.  We  brought  East  Irish Sea
production  onstream ahead of schedule,  we again achieved record  production in
the San Juan Basin, we expanded our Madden field operations substantially and we
made major strides toward first  production in Algeria.  Our financial  strength
allowed  us to  take  advantage  of  several  value-added  property  acquisition
opportunities that have solidified our position in several core areas.  Finally,
with the Poco  acquisition,  we have  expanded our  company's  growth  potential
significantly  in an area which allows us to  capitalize on some of our existing
organizational competencies."

     Schedule is attached.




FORWARD-LOOKING  STATEMENTS
This  press  release  may  contain  projections  and other  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934,  as amended.  Any such  projections  or  statements  reflect the Company's
current  views with  respect  to future  events and  financial  performance.  No
assurances  can be given,  however,  that these  events  will occur or that such
projections  will be achieved and actual  results could differ  materially  from
those  projected.  A  discussion  of  important  factors that could cause actual
results to differ  materially  from those projected is included in the Company's
periodic reports filed with the Securities and Exchange Commission.



                                       6



<PAGE>

                           Burlington Resources Inc.



                                  Preliminary
                           Estimated Proved Reserves
<TABLE>
<CAPTION>

                                                              BCFE
                                                   BR      BR Canada*     Total
<S>                                               <C>     <C>             <C>
                                                   --      ----------     -----
December 31, 1998                                 8,020       1,855       9,875
  Revisions of previous estimates                   (90)        (50)       (140)
  Extensions, discoveries and other additions     1,060         190       1,250
  Production                                       (730)       (195)        925)
  Purchases of reserves in place                    140          60         200
  Sales of reserves in place                        -           (10)        (10)
                                                  -----        -----       -----

December 31, 1999                                 8,400       1,850      10,250
                                                  =====       =====      ======





                            Estimated Costs Incurred


(In Millions)                                      BR      BR Canada*     Total
<S>                                               <C>     <C>            <C>
-------------                                      --      ----------     -----
Oil and Gas
    Exploration                                 $ 180        $  85       $  265
    Development                                   405          135          540
    Reserve Acquisitions                           70           65          135
                                                   --           --          ---

        Year Ended December 31, 1999            $ 655        $ 285       $  940
                                                =====        =====       ======



*Parent Company of Poco Petroleums Ltd.


                                       7



 </TABLE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K CURRENT REPORT", "secsgml_size_bytes": 12370}]
{"company-data": {"conformed-name": "BURLINGTON RESOURCES INC", "cik": "0000833320", "assigned-sic": "1311", "irs-number": "911413284", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09971", "film-number": "99778549"}, "business-address": {"street1": "5051 WESTHEIMER", "street2": "SUITE 1400", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136249500"}, "mail-address": {"street1": "5051 WESTHEIMER", "street2": "STE 1400", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                            ________________________

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                                December 16, 1999
                       (Date of earliest event reported)

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

       Delaware                        1-9971                  91-1413284
     (State or other                (Commission              (IRS Employer
     Jurisdiction of                File Number)             Identification
     Incorporation)                                              Number)

               5051 Westheimer, Suite 1400, Houston, Texas 77056
               (Address of principal executive offices, zip code)

               Registrant's telephone number including area code:
                                 (713) 624-9500
Item 5. OTHER EVENT

     On December 16, 1999, BR announced  preliminary  estimates of year-end 1999
reserves and disclosed that 1999 reserve revisions included  performance related
downward  adjustments  associated with certain properties located on the Gulf of
Mexico Shelf and in the Permian Basin.  BR also announced that it would record a
one-time,  non-cash charge of approximately $225 million ( pretax) to reduce the
carrying  value of the  affected  properties  in  accordance  with  Statement of
Financial Accounting Standards No. 121.

     A copy of the Press Release has been included as an exhibit to this report.

Item 7. EXHIBIT

     (c)     Exhibit

             Exhibit 99.1 - Press Release of BR dated December 16, 1999

                           FORWARD-LOOKING STATEMENTS

     This  report  (including  the  exhibits)  contains  projections  and  other
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934.  These  projections  and  statements  reflect BR's current
views with respect to future events and financial performance. No assurances can
be given,  however,  that these events will occur or that these projections will
be achieved and actual results could differ materially from those projected as a
result of certain  factors.  A  discussion  of these  factors is included in the
companies' 1998 Form 10-K.

                                       2
SIGNATURE

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        BURLINGTON RESOURCES INC.
                                        (Registrant)

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

Date:   December 20, 1999

                                       3
EXHIBIT INDEX

Exhibit
Number                             Exhibit                       Page

99.1                Press Release dated December 16, 1999          5

                                       4
EXHIBIT 99.1

BR ANNOUNCES PRELIMINARY ESTIMATES OF YEAR-END 1999 RESERVES

     Houston,  Texas,  December 16, 1999.  Burlington  Resources Inc.  (NYSE:BR)
("BR") today  announced  that it expected to replace  approximately  140% of its
1999 worldwide oil and gas production at an average reserve  replacement cost of
approximately  $0.72 per thousand cubic feet of natural gas  equivalent  (MCFE).
The  Company  said its  proved  oil and gas  reserves  as of  year-end  1999 are
expected to exceed 10.2 trillion  cubic feet of natural gas  equivalent  (TCFE),
approximately 4% above year-end 1998 totals.  Reserves added through  extensions
and  discoveries,  or "drill bit"  additions,  are  expected to total over 1,250
billion  cubic feet of natural  gas  reserves  (BCFE);  reserves  added  through
acquisitions are estimated at 200 BCFE; and net negative  reserve  revisions are
expected to total 140 BCFE.  BR indicated  that the estimated  year-end  reserve
balances  for both 1999 and 1998 include the  reserves of Poco  Petroleums  Ltd.
("Poco"),  which was  acquired by BR in a pooling of  interests  transaction  in
November  of 1999.  Production  for the  combined  company is  expected to total
approximately 925 BCFE for 1999.

     BR said that its reserve  revisions  include  performance  related downward
adjustments  associated  with certain  properties  located on the Gulf of Mexico
Shelf  and  in  the  Permian  Basin.  These  adjustments  were  necessitated  by
accelerating  decline on the Gulf of Mexico  Shelf  properties  and poorer  than
expected  waterflood response on a secondary recovery project in West Texas. The
Company  indicated  that  it  would  record  a  one-time,   non-cash  charge  of
approximately  $225 million (pretax) in the fourth quarter of 1999 to reduce the
carrying  value of the  affected  properties  in  accordance  with  Statement of
Financial  Accounting  Standards No. 121. The Company also indicated that fourth
quarter 1999 results would include a one-time  charge for costs  associated with
the Poco acquisition totaling $40 million (pretax).

     BR's total oil and gas capital  expenditures for 1999 are estimated at $940
million.  Exclusive  of  acquisitions,  the 1999  internal  oil and gas  capital
expenditures are estimated to be approximately  $800 million,  down 40% from the
comparable total for 1998.  Reserve  replacement costs (which include the effect
of reserve revisions) are expected to average approximately $0.72 per MCFE, with
finding and development costs per MCFE (which excludes acquisitions) averaging a
similar amount.

                                       5
BR  reported  that  proved   reserve   acquisitions   during  1999  totaled
approximately 200 BCFE at a cost of $135 million, or $0.68/MCFE. On a standalone
basis, BR acquired 140 BCFE of proved reserves at an average cost of $0.50/MCFE,
while Poco  acquired  60 BCFE at an average  cost of  approximately  $1.10/MCFE.
These acquisitions augmented BR's reserve, land and infrastructure  positions in
key core operating areas.

     BR indicated that, excluding the results of Poco's operations, net reserves
added from all sources are expected to total 1,100 BCFE,  resulting in a reserve
replacement ratio of approximately  150%.  Reserves added through extensions and
discoveries,  or "drill  bit"  additions,  are  expected  to total  1,060  BCFE;
reserves added through  acquisitions  totaled 140 BCFE; and net negative reserve
revisions are expected to total approximately 90 BCFE. Reserve replacement costs
(which include the effect of reserve revisions) for BR on a standalone basis are
expected to average $0.60 per MCFE, with finding and development  costs per MCFE
(which exclude acquisitions) also averaging $0.60 per MCFE.

     Bobby  Shackouls,  Chairman,  President  and CEO of BR  said,  "We are very
pleased  with  our  overall  operating  results  in 1999.  With our  high-graded
investment  program,  we were able to reduce our  internal  oil and gas  capital
spending by 40% in  comparison to 1998 while  improving our reserve  replacement
performance  substantially.  Our finding and development costs are significantly
below our average for the last several  years.  This is clear  evidence that our
fiscal discipline aimed at improving  financial returns on the capital we invest
is working.

     "Undoubtedly,  the downward reserve  revisions  associated with our Gulf of
Mexico Shelf  operations  were,  in part,  related to our decision to scale back
investments there.  However,  the steeper than anticipated declines that we have
continued to experience on the Shelf have  reinforced  our view that we made the
right  decision in  redirecting  that  capital to higher  return  projects  with
lasting value creation  prospects.  We believe that the impact of future natural
production  declines  in this area will be less  than we have  experienced  this
year,  and will be more  than  offset  by  production  growth  elsewhere  in our
operations.

     "We are pleased to see the long-term value  generating  projects which were
funded in our 1999  program  begin to bear  fruit.  We  brought  East  Irish Sea
production  onstream ahead of schedule,  we again achieved record  production in
the San Juan Basin, we expanded our Madden field operations substantially and we
made major strides toward first  production in Algeria.  Our financial  strength
allowed  us to  take  advantage  of  several  value-added  property  acquisition
opportunities that have solidified our position in several core areas.  Finally,
with the Poco  acquisition,  we have  expanded our  company's  growth  potential
significantly  in an area which allows us to  capitalize on some of our existing
organizational competencies."

     Schedule is attached.

FORWARD-LOOKING  STATEMENTS
This  press  release  may  contain  projections  and other  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934,  as amended.  Any such  projections  or  statements  reflect the Company's
current  views with  respect  to future  events and  financial  performance.  No
assurances  can be given,  however,  that these  events  will occur or that such
projections  will be achieved and actual  results could differ  materially  from
those  projected.  A  discussion  of  important  factors that could cause actual
results to differ  materially  from those projected is included in the Company's
periodic reports filed with the Securities and Exchange Commission.

                                       6
Burlington Resources Inc.

                                  Preliminary
                           Estimated Proved Reserves
BCFE
                                                   BR      BR Canada*     Total
--      ----------     -----
December 31, 1998                                 8,020       1,855       9,875
  Revisions of previous estimates                   (90)        (50)       (140)
  Extensions, discoveries and other additions     1,060         190       1,250
  Production                                       (730)       (195)        925)
  Purchases of reserves in place                    140          60         200
  Sales of reserves in place                        -           (10)        (10)
                                                  -----        -----       -----

December 31, 1999                                 8,400       1,850      10,250
                                                  =====       =====      ======

                            Estimated Costs Incurred

(In Millions)                                      BR      BR Canada*     Total
-------------                                      --      ----------     -----
Oil and Gas
    Exploration                                 $ 180        $  85       $  265
    Development                                   405          135          540
    Reserve Acquisitions                           70           65          135
                                                   --           --          ---

        Year Ended December 31, 1999            $ 655        $ 285       $  940
                                                =====        =====       ======

*Parent Company of Poco Petroleums Ltd.

                                       7