EX-24 2 mccoypoatxt.htm
POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes and

 appoints each of Jeffery P. Monte, L. David Hanower and Frederick J.

 Plaeger as the undersigned's true and lawful attorneys-in-fact to:

 (1) execute for and on behalf of the undersigned, in the undersigned's

 capacity as a reporting person pursuant to Section 16 of the Securities

 Exchange Act of 1934, as amended (the "Exchange Act"), and the rules

 thereunder of Burlington Resources Inc. (the "Company"), Forms 3, 4

 and 5 in accordance with Section 16(a) of the Exchange Act;



 (2) do and perform any and all acts for and on behalf of the undersigned

 which may be necessary or desirable to complete and execute any such

 Form 3, 4 or 5 and timely file such form with the United States

 Securities and Exchange Commission and stock exchange or similar

 authority; and



 (3) take any other action of any type whatsoever in connection with the

 foregoing which, in the opinion of any of such attorneys-in-fact, may

 be of benefit to, in the best interest of, or legally required by,

 the undersigned, it being understood # that the documents executed

 by any of such attorneys-in-fact on behalf of the undersigned pursuant

 to this Power of Attorney shall be in such form and

 shall contain such terms and conditions as any of such attorneys-in-fact

 may approve in the discretion of any of such attorneys-in-fact.



 The undersigned hereby grants to each such attorney-in-fact full power

 and authority to do and perform any and every act and thing whatsoever

 requisite, necessary, or proper to be done in the exercise of any of

 the rights and powers herein granted, as fully to all intents and

 purposes as the undersigned might or could do if personally present,

 with full power of substitution or revocation, hereby ratifying and

 confirming all that any of such attorneys-in-fact, or the substitute

 or substitutes of any of such attorneys-in-fact, shall lawfully do or

 cause to be done by virtue of this Power of Attorney and the rights

 and powers herein granted. The undersigned acknowledges that the

 foregoing attorneys-in-fact, in serving in such capacity at the request

 of the undersigned, are not assuming, nor is the Company assuming,

 any of the undersigned's responsibilities to comply with Section 16

 of the Exchange Act.



 This Power of Attorney shall remain in full force and effect until

 the undersigned is no longer required to file Forms 3, 4 and 5 with

 respect to the undersigned's holdings of and transactions in securities

 issued by the Company, unless earlier revoked by the undersigned in

 a signed writing delivered to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

 to be executed as of this 5th day of September, 2002.



Signature: /s/Joseph P. McCoy_____________________________________



Name:  Joseph P. McCoy