As filed with the Securities and Exchange Commission on November 18, 1997
                                                      Registration No.  ________
================================================================================
                       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 registrant's principal
                               executive offices)

                              THE LL&E SAVINGS PLAN
                            (Full title of the plan)

                               Gerald J. Schissler
                 Executive Vice President, Law & Administration
                            Burlington Resources Inc.
                           5051 Westheimer, Suite 1400
                              Houston, Texas 77056
                                 (713) 624-9500
           (Name, address, and telephone number of agent for service)

 APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE 
         AND FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES
                                   EFFECTIVE

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

  <S>                     <C>           <C>                <C>                 <C>    
                                        Proposed Maximum   Proposed Maximum
  Title of Securities     Amount to be   Offering Price       Aggregate            Amount of
    to be Registered       Registered       Per Share       Offering Price     Registration Fee
------------------------ -------------- ------------------ -----------------   ================

Common Stock, par value      100,000       $46.406 (1)       $4,640,625 (1)        $1,406.25
$.01 per share(2)            shares

</TABLE>
(1)  Estimated  solely for  the  purpose  of  determining the  registration  fee
     pursuant to Rule  457(h)  based upon the average of the high and low prices
     of the Company's Common Stock on the New York Stock Exchange Composite Tape
     on November 11, 1997.

(2) Includes the Rights associated with the Common Stock.

Note:  In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
       the Registration Statement covers an indeterminate amount of interests to
       be offered or sold pursuant to The LL&E Savings Plan.

<PAGE>







                                EXPLANATORY NOTE
         Burlington   Resources   Inc.   (the   "Company")   hereby  files  this
Registration  Statement on Form S-8 relating to its common stock, par value $.01
per share (the "Common Stock").  The Registration  Statement  registers  100,000
shares of Common  Stock for  issuance  to The LL&E  Savings  Plan (the  "Savings
Plan").

         On October 22, 1997,  pursuant to an Agreement and Plan of Merger dated
as of July 16,  1997,  among the Company,  The  Louisiana  Land and  Exploration
Company  ("LL&E") and BR Acquisition  Corporation (a wholly-owned  subsidiary of
the Company),  the following events (among others) occurred:  (a) BR Acquisition
Corporation  merged with and into LL&E,  with LL&E  surviving as a  wholly-owned
subsidiary of the Company (the  "Merger");  (b) each  outstanding  share of LL&E
capital stock,  par value $.15 per share,  was converted into a right to receive
1.525  shares of Common  Stock;  and (c) the Company  assumed the Savings  Plan.
Prior to the Merger,  shares of LL&E stock were  registered  for issuance to the
Savings Plan pursuant to Registration  Statements on Form S-8, Registration Nos.
33-22338, 33-56209 and 2-98948.

         As a result of the Merger, shares of Common Stock will be issued to the
Savings Plan. The purpose of this  Registration  Statement is to register shares
of Common Stock for issuance to the Savings Plan.  This  Registration  Statement
also  registers  an  indeterminate  amount of  interests  to be  offered or sold
pursuant to the provisions of the Savings Plan.

                                     PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference

         The following  documents,  which have been filed by the Company and the
Savings Plan with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement.

                  (a)  The Company's Annual Report on Form  10-K  for  the  year
         ended December 31, 1996;

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
         quarters ended September 30, 1997, June 30, 1997 and March 31, 1997;

                  (c) The Company's Current Report on Form 8-K dated November 6,
         1997 and July 18, 1997;

                  (d) The Joint Proxy  Statement/Prospectus  dated September 12,
         1997,  filed with the  Commission  pursuant  to Rule  424(b)  under the
         Securities Act of 1933, as amended (the "Securities Act"), and included
         in its  Registration  Statement  on Form S-4 (File No.  333-32603  (the
         "Form S-4"));

                  (e) The LL&E Savings  Plan Annual  Report on Form 11-K for the
         year ended December 31, 1996, filed by LL&E, dated June 27, 1997; and

                  (f) The  description  of the  Common  Stock  contained  in the
         Registration Statement on Form 8-A (Registration No. 1-9971) dated June
         21, 1988,  filed with the Commission under Section 12 of the Securities
         Exchange Act of 1934, as amended (the "Exchange  Act"),  and as amended
         by Form 8 dated June 22, 1988.

                                       2
<PAGE>

         All  documents  filed  subsequent  to the date  hereof  by the  Company
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 hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated herein by reference and to be a part
hereof  from  the date of the  filing  (each  such  document,  an  "Incorporated
Document"). Any statement contained herein or in an Incorporated Document deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded for purposes hereof to the extent that a statement  contained  herein
or in any other subsequently filed Incorporated  Document modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed, except as so modified or superseded, to constitute a part hereof.

         Item 4.  Description of Securities

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel

         Certain legal  matters with respect to the  securities  offered  hereby
will be passed upon for the Company by L. David Hanower,  Senior Vice President,
Law, of the Company.

         The financial statements incorporated by reference in this Registration
Statement  from the  Company's  Annual  Report on Form  10-K for the year  ended
December  31,  1996 have been  incorporated  herein in reliance on the report of
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 Company 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  Company'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
Company'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
Company,  or that,  being or  having  been such a  director  or  officer  of the
Company,  such  person is or was  serving  at the  request  of the  Company as a
director, officer, employee or agent of another corporation,  partnership, joint

                                       3
<PAGE>

venture,  trust or other  enterprise,  including an employee  benefit plan.  The
Company's  By-Laws  also provide that the Company 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 Company'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 Company shall not
be liable to the Company 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 Company for or
with respect to any acts or omissions of such director  occurring  prior to such
amendment or repeal. The DGCL and the Company's Certificate of Incorporation, as
amended, may have no effect on claims arising under the federal securities laws.

         Officers and  directors  of the Company 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

Exhibit No.                    Description of Exhibit

LL&E has submitted the Savings Plan and each  amendment  thereto to the Internal
Revenue Service in a timely manner and has made all changes  required by the IRS
to qualify the Savings Plan,  and the Company  hereby  undertakes to continue to
submit the Savings Plan and each amendment thereto to the IRS in a timely manner
and will make all changes required to qualify the Savings Plan.

4.1      --       Form of  Rights  Agreement  dated  as of  December  16,  1988,
                  between  the  Company 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 Company's Form 8, filed March 1990, and incorporated 
                  herein by reference).

                                       4
<PAGE>

4.5      --       Form of By-Laws of the Company (as amended through October 22,
                  1997)

5.1      --       Opinion of counsel as to  the legality of the securities being
                  registered

23.1     --       Consent of Coopers & Lybrand L.L.P.

24.1     --       Powers of Attorney (included on the signature pages)

         Item 9.  Undertakings

         The Company 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;

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration Statement;

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

         provided,  however,  that  paragraphs  (i) and (ii) do not apply if the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  with or
         furnished to the  Commission  by the Company  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 the purpose of determining  any liability  under
         the Securities Act, each filing of the Company'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 therein, 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
Company  pursuant to the  provisions  described  in Item 6 of this  Registration
Statement, or otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the

                                       5
<PAGE>

Company 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 Company  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 Securities Act and will be governed by
the final adjudication of such issue.

                                       6

<PAGE>

                                   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 November 18, 1997.

                                    BURLINGTON RESOURCES INC.

                                    By: \s\ Bobby S. Shackouls
                                        Bobby S. Shackouls
                                        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 Gerald J.  Schissler 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 November 18, 1997.

            Signature                                Title

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


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

\s\ Hays R. Warden                       Senior Vice President and Controller
    Hays R. Warden                         (Chief Accounting Officer)

\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



                                       7
<PAGE>




            Signature                      Title


\s\ Donald M. Roberts                    Director
    Donald M. Roberts

\s\ Walter Scott, Jr.                    Director
    Walter Scott, Jr.

\s\ William E. Wall                      Director
    William E. Wall


Constituting a majority of the Board of Directors.


                                       8
<PAGE>





The LL&E Savings Plan

     Pursuant to the  requirements  of the Securities Act of 1933, the Committee
which  administers  The LL&E  Savings  Plan has duly  caused  this  Registration
Statement to be signed on behalf of The LL&E  Savings  Plan by the  undersigned,
thereunto  duly  authorized, in the City of Houston, State of Texas, on November
18, 1997.

                                  THE LL&E SAVINGS PLAN

                                  By: \s\ H. Leighton Steward
                                      H. Leighton Steward


                                  By: \s\ Louis A. Raspino
                                      Louis A. Raspino


                                  By: \s\ John A. Williams
                                      John A. Williams

                                                                   

                                  The Members of the Committee which
                                  administers The LL&E Savings Plan


                                        9
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Ex. Number                          Description                                                               Page
      <S>    <C>  <C>                                                                                         <C>
      4.1     --  Form of Rights  Agreement  dated as of December 16, 1988,  between the Company 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).

      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).

      4.4     --  Form of  Certificate of  Incorporation  (filed as Exhibit 3.1 to the Company's Form 8,       *
                  filed March 1990).

      4.5     --  Form of By-Laws of the Company (as amended through October 22, 1997)                         11

      5.1     --  Opinion of counsel as to the legality of the securities being registered                     31

      23.1    --  Consent of Coopers & Lybrand L.L.P.                                                          32

      24.1    --  Powers of Attorney (included on the signature pages)                                         -

</TABLE>

* Incorporated by reference.

                                       10
[{"type": "S-8", "sequence": "1", "description": "SAVINGS PLAN", "secsgml_size_bytes": 24314}]
{"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": "S-8", "act": "33", "file-number": "333-40565", "film-number": "97724524"}, "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"}}
As filed with the Securities and Exchange Commission on November 18, 1997
                                                      Registration No.  ________
================================================================================
                       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 registrant's principal
                               executive offices)

                              THE LL&E SAVINGS PLAN
                            (Full title of the plan)

                               Gerald J. Schissler
                 Executive Vice President, Law & Administration
                            Burlington Resources Inc.
                           5051 Westheimer, Suite 1400
                              Houston, Texas 77056
                                 (713) 624-9500
           (Name, address, and telephone number of agent for service)

 APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE 
         AND FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES
                                   EFFECTIVE

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum   Proposed Maximum
  Title of Securities     Amount to be   Offering Price       Aggregate            Amount of
    to be Registered       Registered       Per Share       Offering Price     Registration Fee
------------------------ -------------- ------------------ -----------------   ================

Common Stock, par value      100,000       $46.406 (1)       $4,640,625 (1)        $1,406.25
$.01 per share(2)            shares
(1)  Estimated  solely for  the  purpose  of  determining the  registration  fee
     pursuant to Rule  457(h)  based upon the average of the high and low prices
     of the Company's Common Stock on the New York Stock Exchange Composite Tape
     on November 11, 1997.

(2) Includes the Rights associated with the Common Stock.

Note:  In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
       the Registration Statement covers an indeterminate amount of interests to
       be offered or sold pursuant to The LL&E Savings Plan.
EXPLANATORY NOTE
         Burlington   Resources   Inc.   (the   "Company")   hereby  files  this
Registration  Statement on Form S-8 relating to its common stock, par value $.01
per share (the "Common Stock").  The Registration  Statement  registers  100,000
shares of Common  Stock for  issuance  to The LL&E  Savings  Plan (the  "Savings
Plan").

         On October 22, 1997,  pursuant to an Agreement and Plan of Merger dated
as of July 16,  1997,  among the Company,  The  Louisiana  Land and  Exploration
Company  ("LL&E") and BR Acquisition  Corporation (a wholly-owned  subsidiary of
the Company),  the following events (among others) occurred:  (a) BR Acquisition
Corporation  merged with and into LL&E,  with LL&E  surviving as a  wholly-owned
subsidiary of the Company (the  "Merger");  (b) each  outstanding  share of LL&E
capital stock,  par value $.15 per share,  was converted into a right to receive
1.525  shares of Common  Stock;  and (c) the Company  assumed the Savings  Plan.
Prior to the Merger,  shares of LL&E stock were  registered  for issuance to the
Savings Plan pursuant to Registration  Statements on Form S-8, Registration Nos.
33-22338, 33-56209 and 2-98948.

         As a result of the Merger, shares of Common Stock will be issued to the
Savings Plan. The purpose of this  Registration  Statement is to register shares
of Common Stock for issuance to the Savings Plan.  This  Registration  Statement
also  registers  an  indeterminate  amount of  interests  to be  offered or sold
pursuant to the provisions of the Savings Plan.

                                     PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference

         The following  documents,  which have been filed by the Company and the
Savings Plan with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement.

                  (a)  The Company's Annual Report on Form  10-K  for  the  year
         ended December 31, 1996;

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
         quarters ended September 30, 1997, June 30, 1997 and March 31, 1997;

                  (c) The Company's Current Report on Form 8-K dated November 6,
         1997 and July 18, 1997;

                  (d) The Joint Proxy  Statement/Prospectus  dated September 12,
         1997,  filed with the  Commission  pursuant  to Rule  424(b)  under the
         Securities Act of 1933, as amended (the "Securities Act"), and included
         in its  Registration  Statement  on Form S-4 (File No.  333-32603  (the
         "Form S-4"));

                  (e) The LL&E Savings  Plan Annual  Report on Form 11-K for the
         year ended December 31, 1996, filed by LL&E, dated June 27, 1997; and

                  (f) The  description  of the  Common  Stock  contained  in the
         Registration Statement on Form 8-A (Registration No. 1-9971) dated June
         21, 1988,  filed with the Commission under Section 12 of the Securities
         Exchange Act of 1934, as amended (the "Exchange  Act"),  and as amended
         by Form 8 dated June 22, 1988.

                                       2
All  documents  filed  subsequent  to the date  hereof  by the  Company
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 hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated herein by reference and to be a part
hereof  from  the date of the  filing  (each  such  document,  an  "Incorporated
Document"). Any statement contained herein or in an Incorporated Document deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded for purposes hereof to the extent that a statement  contained  herein
or in any other subsequently filed Incorporated  Document modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed, except as so modified or superseded, to constitute a part hereof.

         Item 4.  Description of Securities

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel

         Certain legal  matters with respect to the  securities  offered  hereby
will be passed upon for the Company by L. David Hanower,  Senior Vice President,
Law, of the Company.

         The financial statements incorporated by reference in this Registration
Statement  from the  Company's  Annual  Report on Form  10-K for the year  ended
December  31,  1996 have been  incorporated  herein in reliance on the report of
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 Company 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  Company'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
Company'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
Company,  or that,  being or  having  been such a  director  or  officer  of the
Company,  such  person is or was  serving  at the  request  of the  Company as a
director, officer, employee or agent of another corporation,  partnership, joint

                                       3
venture,  trust or other  enterprise,  including an employee  benefit plan.  The
Company's  By-Laws  also provide that the Company 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 Company'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 Company shall not
be liable to the Company 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 Company for or
with respect to any acts or omissions of such director  occurring  prior to such
amendment or repeal. The DGCL and the Company's Certificate of Incorporation, as
amended, may have no effect on claims arising under the federal securities laws.

         Officers and  directors  of the Company 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

Exhibit No.                    Description of Exhibit

LL&E has submitted the Savings Plan and each  amendment  thereto to the Internal
Revenue Service in a timely manner and has made all changes  required by the IRS
to qualify the Savings Plan,  and the Company  hereby  undertakes to continue to
submit the Savings Plan and each amendment thereto to the IRS in a timely manner
and will make all changes required to qualify the Savings Plan.

4.1      --       Form of  Rights  Agreement  dated  as of  December  16,  1988,
                  between  the  Company 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 Company's Form 8, filed March 1990, and incorporated 
                  herein by reference).

                                       4
4.5      --       Form of By-Laws of the Company (as amended through October 22,
                  1997)

5.1      --       Opinion of counsel as to  the legality of the securities being
                  registered

23.1     --       Consent of Coopers & Lybrand L.L.P.

24.1     --       Powers of Attorney (included on the signature pages)

         Item 9.  Undertakings

         The Company 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;

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration Statement;

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

         provided,  however,  that  paragraphs  (i) and (ii) do not apply if the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  with or
         furnished to the  Commission  by the Company  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 the purpose of determining  any liability  under
         the Securities Act, each filing of the Company'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 therein, 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
Company  pursuant to the  provisions  described  in Item 6 of this  Registration
Statement, or otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the

                                       5
Company 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 Company  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 Securities Act and will be governed by
the final adjudication of such issue.

                                       6
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 November 18, 1997.

                                    BURLINGTON RESOURCES INC.

                                    By: \s\ Bobby S. Shackouls
                                        Bobby S. Shackouls
                                        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 Gerald J.  Schissler 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 November 18, 1997.

            Signature                                Title

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

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

\s\ Hays R. Warden                       Senior Vice President and Controller
    Hays R. Warden                         (Chief Accounting Officer)

\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

                                       7
Signature                      Title

\s\ Donald M. Roberts                    Director
    Donald M. Roberts

\s\ Walter Scott, Jr.                    Director
    Walter Scott, Jr.

\s\ William E. Wall                      Director
    William E. Wall

Constituting a majority of the Board of Directors.

                                       8
The LL&E Savings Plan

     Pursuant to the  requirements  of the Securities Act of 1933, the Committee
which  administers  The LL&E  Savings  Plan has duly  caused  this  Registration
Statement to be signed on behalf of The LL&E  Savings  Plan by the  undersigned,
thereunto  duly  authorized, in the City of Houston, State of Texas, on November
18, 1997.

                                  THE LL&E SAVINGS PLAN

                                  By: \s\ H. Leighton Steward
                                      H. Leighton Steward

                                  By: \s\ Louis A. Raspino
                                      Louis A. Raspino

                                  By: \s\ John A. Williams
                                      John A. Williams

                                                                   

                                  The Members of the Committee which
                                  administers The LL&E Savings Plan

                                        9
INDEX TO EXHIBITS
Ex. Number                          Description                                                               Page
4.1     --  Form of Rights  Agreement  dated as of December 16, 1988,  between the Company 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).

      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).

      4.4     --  Form of  Certificate of  Incorporation  (filed as Exhibit 3.1 to the Company's Form 8,       *
                  filed March 1990).

      4.5     --  Form of By-Laws of the Company (as amended through October 22, 1997)                         11

      5.1     --  Opinion of counsel as to the legality of the securities being registered                     31

      23.1    --  Consent of Coopers & Lybrand L.L.P.                                                          32

      24.1    --  Powers of Attorney (included on the signature pages)                                         -
* Incorporated by reference.

                                       10