<PAGE>                                      



                       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


                                  June 4, 1996
                        (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 EVENTS

           Burlington Resources Inc.(the "Company") may, in discussions of its
           future plans, objectives, and expected performance in periodic 
           reports filed by the Company with the Securities and Exchange 
           Commission (or documents incorporated by reference therein) and in
           written and oral presentations made by the Company, include
           projections and other forward-looking statements.  In accordance
           with Section 27A of the Securities Act of 1933 and Section 21E
           of the Securities Exchange Act of 1934, attached hereto as Exhibit
           99.1 and incorporated herein by reference is additional information
           concerning factors that could cause the Company's actual results 
           to differ materially from such forward-looking statements.


Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

           (c) Exhibits                    Description

                  99.1      Cautionary Statement Relating to Forward-Looking
                            Statements



                                    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.




                                    By /s/  Hays R. Warden
                                        Hays R. Warden
                                        Senior Vice President and Controller,
                                        and Chief Accounting Officer


Date:      June 4, 1996









                                      -2-
<PAGE>


                                  EXHIBIT INDEX



                                                           Sequentially
Exhibit                                                      Numbered
Number             Exhibit                                     Page

  99.1            Cautionary Statement Relating to Forward-      4
                  Looking Statements



















                                      -3-
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{"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": "96576637"}, "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"}}
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

                                  June 4, 1996
                        (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 EVENTS

           Burlington Resources Inc.(the "Company") may, in discussions of its
           future plans, objectives, and expected performance in periodic 
           reports filed by the Company with the Securities and Exchange 
           Commission (or documents incorporated by reference therein) and in
           written and oral presentations made by the Company, include
           projections and other forward-looking statements.  In accordance
           with Section 27A of the Securities Act of 1933 and Section 21E
           of the Securities Exchange Act of 1934, attached hereto as Exhibit
           99.1 and incorporated herein by reference is additional information
           concerning factors that could cause the Company's actual results 
           to differ materially from such forward-looking statements.

Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

           (c) Exhibits                    Description

                  99.1      Cautionary Statement Relating to Forward-Looking
                            Statements

                                    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.

                                    By /s/  Hays R. Warden
                                        Hays R. Warden
                                        Senior Vice President and Controller,
                                        and Chief Accounting Officer

Date:      June 4, 1996

                                      -2-
EXHIBIT INDEX

                                                           Sequentially
Exhibit                                                      Numbered
Number             Exhibit                                     Page

  99.1            Cautionary Statement Relating to Forward-      4
                  Looking Statements

                                      -3-