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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                SCHEDULE 14A

        Proxy Statement Pursuant to Section 14(a) of the Securities
                   Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-12

                         BURLINGTON RESOURCES INC.
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              (Name of Registrant as Specified in its Charter)


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  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     (1)  Title of each class of securities to which transaction applies:

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     (2)  Aggregate number of securities to which transaction applies:

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     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which
          the filing fee is calculated and state how it was determined):

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          (4)      Proposed maximum aggregate value of transaction:

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          (5)      Total fee paid:

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[ ]  Fee paid previously with preliminary materials:

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

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     (2)  Form, Schedule or Registration Statement No.:

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     (3)  Filing Party:

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     (4)  Date Filed:

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The following is an updated Question and Answer that was first posted on
Burlington Resources Inc.'s intranet web site on March 21, 2006.

                         FREQUENTLY ASKED QUESTIONS

These questions and answers have been written to provide you with the
information requested in employee meetings and on the Employee Resource
Site. Employee questions that are similar in nature are grouped together,
rephrased and answered by a team from Human Resources. Please note: If a
conflict is discovered between these Q&As and the Plan Documents, the Plan
Documents will prevail. For specific individual questions, you are
encouraged to seek assistance from your Human Resources representative for
answers related to your personal circumstances.

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BENEFIT PROGRAMS
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Q:   HOW DOES COP DETERMINE ELIGIBILITY FOR U.S. RETIREE MEDICAL BENEFITS?
     WILL BURLINGTON SERVICE CARRY-OVER FOR THE DETERMINATION?

A:   A U.S. employee must be age 50 and have 10 years of service when
     employment ends, and his or her age and service added together must
     total at least 65 points to be eligible for retiree benefits. To get
     the maximum company contribution for medical (50% of the total cost of
     coverage), you must have 85 points or more.

     Burlington service will be recognized for this purpose, but Burlington
     employees on on-going regular jobs whose termination dates precede the
     anniversary of the closing date and Burlington employees on transition
     assignments, will not be eligible for company contributions to
     ConocoPhillips retiree medical.

     The points (age + service) and percent of maximum company contribution
     are as follows:

     POINTS              % of Maximum Company Contribution
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     85+                 100% of Maximum Company Contribution
     80-84               90% of Maximum Company Contribution
     75-79               80% of Maximum Company contribution
     70-74               70% of Maximum Company contribution
     65-69               60% of Maximum Company contribution

     The actual company contribution may be less than the percent listed
     above because of the 4.5% cap on increases to the company
     contribution. Additional information will be provided in later
     communications about benefits.

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             CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING
       INFORMATION FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE
              PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     Except for the historical and factual information contained herein,
the matters set forth in this filing, including statements as to the
expected benefits of the acquisition such as efficiencies, cost savings,
market profile and financial strength, timing expectations to complete the
merger, and the competitive ability and position of the combined company,
and other statements identified by words such as "estimates, "expects,"
"projects," "plans," and similar expressions are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to
differ materially, including required approvals by Burlington Resources
shareholders and regulatory agencies, the possibility that the anticipated
benefits from the acquisition cannot be fully realized, the possibility
that costs or difficulties related to the integration of Burlington
Resources operations into ConocoPhillips will be greater than expected, the
impact of competition and other risk factors relating to our industry as
detailed from time to time in each of ConocoPhillips' and Burlington
Resources' reports filed with the SEC. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
their dates. Burlington Resources undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

                ADDITIONAL INFORMATION AND WHERE TO FIND IT

     In connection with the proposed transaction, ConocoPhillips has filed
an amended registration statement on Form S-4 and, on February 27, 2006,
Burlington Resources filed a definitive proxy statement with the Securities
and Exchange Commission (SEC) and began mailing the proxy statement to
stockholders on February 25, 2006. Both companies will file other relevant
documents concerning the proposed merger transaction with the SEC.
INVESTORS ARE URGED TO READ THE FORM S-4, PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION REGARDING THE MERGER. Investors may obtain free copies of the
Form S-4, proxy statement and the other documents at the website maintained
by the SEC at www.sec.gov. In addition, you may obtain documents filed with
the SEC by ConocoPhillips free of charge by contacting ConocoPhillips
Shareholder Relations Department at (281) 293-6800, P.O. Box 2197, Houston,
Texas, 77079-2197. You may obtain documents filed with the SEC by
Burlington Resources free of charge by contacting Burlington Resources
Investor Relations Department at (800) 262-3456, 717 Texas Avenue, Suite
2100, Houston, Texas 77002, e-mail: IR@br-inc.com.

                 INTEREST OF CERTAIN PERSONS IN THE MERGER

     ConocoPhillips, Burlington Resources and their respective directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from Burlington Resources' stockholders in
connection with the merger. Information about the directors and executive
officers of ConocoPhillips and their ownership of ConocoPhillips stock will
be set forth in the proxy statement for ConocoPhillips' 2006 Annual Meeting
of Stockholders. Information about the directors and executive officers of
Burlington Resources and their ownership of Burlington Resources stock is
set forth in Burlington Resources' proxy statement, which was filed with
the SEC on February 27, 2006. Investors may obtain additional information
regarding the interests of such participants by reading the Form S-4 and
proxy statement for the merger.

     Investors should read the Form S-4 and proxy statement carefully
before making any voting or investment decision.

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