8-K

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


Date of Report (Date of earliest event reported):  July 16, 1997




                             THE LOUISIANA LAND AND EXPLORATION COMPANY
                             -------------------------------------------

(Exact name of registrant as specified in its charter)




Maryland              1-959         72-024470 
 --------            -------        ----------                                  
(State or othe      (Commission    (I.R.S. Employer
 Jurisdiction )      File Number)   Identification No.)
 of incorporation)


       909 Poydras Street
       New Orleans, Louisiana                          70112
       ----------------------                          -----
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code: 504-566-6500
                                                    ------------

Item 5.  Other Events
         ------------

               On July 17, 1997, the registrant issued a press release
announcing that the registrant and Burlington Resources Inc. ("BR")
had entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of July 16, 1997.  The consummation of the
transactions contemplated by the Merger Agreement are subject to
the approval of the stockholders of each of the registrant and BR. 
For additional information regarding the transactions contemplated
by the Merger Agreement, reference is made to the press release, a
copy of which is attached hereto as Exhibit 99 and is incorporated
herein by reference.

Item 7.        Financial Statements and Exhibits
               ---------------------------------

               Exhibit No.            Description
               -----------            -----------
               99                     Press Release dated July 17, 1997


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. 
                                             
                              THE LOUISIANA LAND AND 
                              EXPLORATION COMPANY
                                             
                                             
Date:  July 17, 1997                  By  /s/Frederick J. Plaeger, II
                                          ------------------------
                                          Name:  Frederick J. Plaeger, II
                                          Title: Vice President, General
                                          Counsel and Corporate
                                          Secretary

EXHIBIT INDEX

Number   Description           Page
- ------   -----------           ----

99       Press Release 
         dated July 17, 1997    5                                         

EX-99

BURLINGTON RESOURCES AND LOUISIANA LAND TO COMBINE
 IN TRANSACTION VALUED AT $3 BILLION

- -- Combination Accelerates BR's Strategic Transformation 
    To a More Exploration-Oriented Company --

- -- Establishes "Super-Independent" E&P Company with Proved Reserves of 
7.7 TCFE, 50/50 Balance Between Exploration and Development and 
Major Presence in Key Domestic and International Plays --


 
HOUSTON and NEW ORLEANS, July 17, 1997 -- Burlington Resources Inc. ("BR")
(NYSE: BR), of Houston, and The Louisiana Land and Exploration Company 
("LL&E") (NYSE: LLX), of New Orleans, today announced that they have signed
a definitive agreement to combine in a $3 billion transaction establishing 
the combined enterprise as the nation's foremost independent energy 
exploration and production (E&P) company.
       
As of December 31, 1996, the two companies on a combined basis had the 
largest domestic gas reserves -- 5.9 TCF (trillion cubic feet), and 
production -- 1.5 BCF/D (billion cubic feet per day) of the E&P group, and 
had total reserves of 8.1 TCFE (trillion cubic feet equivalent). Currently, 
the companies, on a combined basis, have total reserves of 7.7 TCFE, which 
takes into account BR's recent non-strategic divestitures and LL&E's recent 
reserves additions.  It is also anticipated that additional proven reserves 
will be booked prior to year-end on certain of the LL&E properties.  Current 
combined worldwide gas production is 1.7 BCF/D, liquids production is 
approximately 90,000 barrels per day; operating cash flow is approximately 
$1 billion per year; and equity market capitalization is about $8.2 billion.  
The combined company's global asset base, financial resources, opportunity 
mix and technological talent will position it as the leader in value creation
among independent E&P companies worldwide. It is anticipated that the 
transaction will be accretive to cash flow per share in 1997 and beyond and 
create a pathway for rapid growth in net asset value.


                                             (more)

Under terms of the agreement, which was unanimously approved by the Boards of
Directors of both companies, LL&E will merge with a subsidiary of BR in an 
exchange of stock in which LL&E shareholders will receive shares of BR based 
on a fixed exchange ratio of 1.525 BR shares for each LL&E share held.  The 
transaction is expected to be accounted for as a pooling of interests and to 
qualify as a tax-free reorganization. Based on BR's closing price of $46.125 
on Wednesday, July 16, 1997, the 35.9 million LL&E shares on a fully diluted 
basis, and the assumption by BR of approximately $500 million of LL&E debt, 
the transaction has a total value of approximately $3 billion.  It is 
expected that the transaction will be completed in approximately three months.

Bobby S. Shackouls, Chairman, President and Chief Executive Officer of 
Burlington Resources, said:  This strategic business combination creates a 
new kind of E&P company--a super-independent.  LL&E's corporate
culture and dedication to the creation of shareholder value are very 
complementary to the manner in which we manage our business.  The combined 
enterprise will be well-balanced, with a diverse asset base and
substantial potential for further sizeable reserve, production and net asset
value growth.  The transaction completes the transformation of BR that began 
several years ago from a pure acquisition and exploitation company to a more 
exploration-oriented company.  BR's significant financial strength and vast 
portfolio of low-risk exploitation projects will provide the funding for a 
growing, successful exploration program substantially enhanced by the 
addition of LL&E's domestic and international property base, prospect
inventory and exploratory mindset.  For instance, it is expected that BR's 
financial strength, marketing expertise and engineering skills should permit 
the combined company to more quickly and cost-effectively exploit LL&E's 
Madden property.  Furthermore, BR's financial resources and the combined 
companies' acreage position in the deepwater Gulf of Mexico should create 
critical mass in a world-class exploratory province that has the capacity to 
significantly increase net asset value and cash flow.  LL&E's core domestic 
assets are complementary to BR's key operations in the United States and the 
merging of those assets will generate both increased opportunities and 
operating efficiencies for the new company. 



                                             (more)

"Moreover," Mr. Shackouls said, "BR's desire to develop a significant 
international presence is fulfilled by LL&E's activities in several world-
class exploration areas, most notably Algeria, Venezuela and the North
Sea.  LL&E's expertise in the exploration sector and its international 
experience will enhance BR's growing exploratory focus.  BR's recognized 
engineering, operational and financial strengths will generate substantial 
additional value from the LL&E property base.  The combination of BR's 
longer-lived gas reserves with LL&E's short-lived reserve base will result 
in an optimal reserve life of about ten years, with a well-balanced 75%/25% 
mix between gas and oil production."  

H. Leighton Steward, Chairman, President and Chief Executive Officer of LL&E,
said: "This strategic combination of our two strong companies will provide 
increased value by ensuring that the very large, capital-intensive 
opportunities LL&E has amassed will be fully exploited in the most timely 
and efficient manner.  It is also anticipated that there will be substantial 
cost savings and operating synergies.  By joining forces with BR, we become 
part of a new enterprise exceptionally well positioned in terms of the
skills of its people, its assets and its capabilities and, we believe, 
enjoying upside growth and earnings potential well beyond what either 
company could achieve on a standalone basis.  It has become increasingly
evident in our talks with BR that LL&E and BR share a common vision of the 
ideal 21st century independent. 
With this transaction, we are making that vision a reality."

The new BR will have significant strategic positions domestically in the San 
Juan Basin, the Mid-continent area, and the Gulf Coast region both onshore 
and offshore.  Although more than 90 percent of its current proved reserves 
will be located in the United States, the new company will control a number 
of highly promising international plays, adding to its long-term reserve and 
production potential.  It will have an outstanding land position of nearly 
15 million acres.   BR's very large fee mineral holdings will be further
enhanced by LL&E's position as the largest fee land owner in South Louisiana.  
The recent efforts of both companies to exploit and explore these high-
quality, perpetually owned land positions will be advanced by the synergies 
created through this merger.



                                             (more)

The combined company will have a powerful financial profile capable of 
supporting an aggressive, growth-oriented capital program that is global in 
scope.  It will have a very strong balance sheet, with long-term
debt comprising 40% of the book capitalization of the company and current 
cash and short-term investments totaling about $500 million.

Upon completion of the transaction, Mr. Shackouls will be Chairman, President
and Chief Executive Officer of the combined company, which will be known as 
Burlington Resources and will be headquartered in Houston.  Mr. Steward will 
be the company's Vice Chairman as well as Chairman of the Executive Committee
of the Board. Members of both BR's and LL&E's management team will be 
integral to the leadership of the new company.  The Board of Directors will 
comprise twelve members, including Mr. Steward and two additional members to 
be nominated by LL&E.

The transaction is subject to shareholder and regulatory approval, including 
expiration of the applicable waiting period under the Hart-Scott-Rodino Act, 
and other customary closing conditions.

BR intends to file a registration statement with the Securities and Exchange 
Commission covering the shares of common stock to be issued in connection 
with the proposed merger.  The offering of shares will only be by
means of the registration statement and related prospectus.

BR was advised by Morgan Stanley & Co. Incorporated with regard to the 
transaction and LL&E was advised by Dillon, Read & Co. Inc. and Merrill Lynch
& Co. 


Information on Forward-Looking Statements
- -----------------------------------------
This press release contains projections and other forward-looking statements 
within the meaning of section 21E of the Securities and Exchange Act of 1934.
These projections and statements reflect the two companies' 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' periodic reports filed with the Securities and 
Exchange Commission.

# # #







Investor/Analyst Contacts:    Burlington Resources
                                     James Leahy 
                                     713-624-9364
                                     
                                     The Louisiana Land and Exploration Company
                                     Al Petrie
                                     504-566-6478

Media contact:                Roy Winnick 
                                     Kekst and Company
                                     212-521-4842