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


                                October 22, 1997
                        (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 2.    ACQUISITION OR DISPOSITION OF ASSETS

           On July 17, 1997,  Burlington  Resources Inc. (the "Company") and The
Louisiana Land and Exploration  Company ("LL&E") announced that they had entered
into an  Agreement  and  Plan  of  Merger,  pursuant  to  which  a  newly-formed
wholly-owned  subsidiary  of the Company  would merge into LL&E  ("Merger").  On
October 22, 1997, the Merger was  consummated  following the favorable  votes of
each  companies'  stockholders.  As a  result  of  the  Merger,  LL&E  became  a
wholly-owned subsidiary of the Company.

           Pursuant to the Merger, the Company issued 1.525 shares of its common
stock,  par value $.01 per share,  for each  outstanding  share of LL&E  capital
stock.  The Company will account for the Merger as a pooling of  interests.  The
Merger also qualifies as a tax-free  reorganization.  The transaction was valued
at approximately $3 billion based on the Company's closing stock price of $51.81
on October 22, 1997.

           A copy of the Press Release is attached as an Exhibit to this report.



Item 7.    FINANCIAL STATEMENTS AND EXHIBITS

           (a)   Financial statements of business acquired

                 Financial statements  for  LL&E will  be filed  within the time
                 period prescribed by Item 7.

           (b)   Pro forma financial information

                 Combined  pro forma  financial  information for the Company and
                 LL&E will be filed within the time period prescribed by Item 7.

           (c)   Exhibits

                 Exhibit 99.1 - Press Release of  the Company  dated October 22,
                 1997






                           FORWARD-LOOKING STATEMENTS

           This report (including the attached exhibit) 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 Company's 1996 Annual Report on 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/ L. David Hanower
                                               L. David Hanower
                                               Senior Vice President, Law




Date:   November 6, 1997







                                      -3-
<PAGE>



                                  EXHIBIT INDEX




Exhibit
Number                               Exhibit                        Page

 99.1                 Press Release dated October 22, 1997            5
















                                      -4-
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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

                                October 22, 1997
                        (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 2.    ACQUISITION OR DISPOSITION OF ASSETS

           On July 17, 1997,  Burlington  Resources Inc. (the "Company") and The
Louisiana Land and Exploration  Company ("LL&E") announced that they had entered
into an  Agreement  and  Plan  of  Merger,  pursuant  to  which  a  newly-formed
wholly-owned  subsidiary  of the Company  would merge into LL&E  ("Merger").  On
October 22, 1997, the Merger was  consummated  following the favorable  votes of
each  companies'  stockholders.  As a  result  of  the  Merger,  LL&E  became  a
wholly-owned subsidiary of the Company.

           Pursuant to the Merger, the Company issued 1.525 shares of its common
stock,  par value $.01 per share,  for each  outstanding  share of LL&E  capital
stock.  The Company will account for the Merger as a pooling of  interests.  The
Merger also qualifies as a tax-free  reorganization.  The transaction was valued
at approximately $3 billion based on the Company's closing stock price of $51.81
on October 22, 1997.

           A copy of the Press Release is attached as an Exhibit to this report.

Item 7.    FINANCIAL STATEMENTS AND EXHIBITS

           (a)   Financial statements of business acquired

                 Financial statements  for  LL&E will  be filed  within the time
                 period prescribed by Item 7.

           (b)   Pro forma financial information

                 Combined  pro forma  financial  information for the Company and
                 LL&E will be filed within the time period prescribed by Item 7.

           (c)   Exhibits

                 Exhibit 99.1 - Press Release of  the Company  dated October 22,
                 1997

                           FORWARD-LOOKING STATEMENTS

           This report (including the attached exhibit) 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 Company's 1996 Annual Report on 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/ L. David Hanower
                                               L. David Hanower
                                               Senior Vice President, Law

Date:   November 6, 1997

                                      -3-
EXHIBIT INDEX

Exhibit
Number                               Exhibit                        Page

 99.1                 Press Release dated October 22, 1997            5

                                      -4-