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                                  Exhibit 10.2


Amendment  No.1,  dated  January 9, 2002,  to  Burlington  Resources  Inc.  2001
Performance Share Unit Plan




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                                 AMENDMENT NO. 1
                                       TO
                            BURLINGTON RESOURCES INC.
                        2001 PERFORMANCE SHARE UNIT PLAN



     The Burlington Resources Inc. 2001 Performance Share Unit Plan (the "Plan")
is hereby amended, effective as of January 1, 2002, as follows:

     1. The first  sentence  of  Section  7.2 of the Plan is  amended to read as
follows:

     "Unless  the Plan  Administrator  determines  otherwise,  during the period
     designated by the Plan Administrator which shall occur prior to the date on
     which Units vest, the  Participant  may, in accordance  with and subject to
     procedures that the Plan Administrator has approved, elect to have all or a
     portion of the lump sum payment  described  in Section 7.1 with  respect to
     such vested Units deferred until his or her  retirement,  death,  Permanent
     Disability,  resignation,  or  other  termination  of  employment  with the
     Company  and its  Subsidiaries  or until any other  specified  time that is
     acceptable to the Plan Administrator."


     2. Section 7.4 of the Plan is amended to read as follows:


     "7.4.  Investment  of Accounts.  Unless the Plan  Administrator  determines
     otherwise,  in lieu of investing in the Interest Account, a Participant may
     elect,  in  accordance  with  and  subject  to  procedures  that  the  Plan
     Administrator  has approved,  that all or a specified  percentage of his or
     her deferred  payment be credited to the Company  Stock Account (as defined
     below),  the S&P Account (as defined  below),  or in any combination of the
     Interest  Account,  Company Stock Account  and/or S&P Account as elected by
     the Participant.  The Management  Committee (or the Plan Administrator,  as
     the  case  may be)  shall  establish  a  separate  subaccount(s)  for  such
     Participant  under his or her Memorandum  Account,  which shall be credited
     (i) with respect to the Company Stock  Account,  with whole and  fractional
     phantom shares of Common Stock ("Phantom Stock") as of the applicable date,
     and with phantom  dividends  with respect to the  credited  Phantom  Stock,






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     which shall be credited as being reinvested in additional shares of Phantom
     Stock  (such  credited  shares of Phantom  Stock being the  "Company  Stock
     Account")  and  (ii)  with  respect  to the S&P  Account,  with  whole  and
     fractional  phantom units in a Standard & Poor's 500 Composite  Stock Price
     Index fund (or by  reference  to a mutual fund  selected by the  Management
     Committee  that tracks such index as of the  applicable  date) and with any
     phantom  distributions on such credited S&P units,  which shall be credited
     as being reinvested in additional  phantom S&P units (such credited phantom
     S&P units  being the "S&P  Account").  All  credits  to the  Company  Stock
     Account  resulting from an initial  investment of deferred amounts shall be
     made at a discount  based on a value equal to 75 percent of the Fair Market
     Value per share of the Common Stock on the applicable  Valuation  Date. All
     credits to the Company  Stock  Account  resulting  from a  reinvestment  of
     amounts  previously  invested in the Interest Account or the S&P Account or
     resulting from a reinvestment of phantom dividends shall be made based on a
     value equal to 100% of the Fair Market  Value per share of the Common Stock
     on the  applicable  Valuation  Date.  Notwithstanding  the  foregoing,  the
     Management  Committee (or, with respect to a Participant  who is subject to
     Section  16(b) of the  Exchange  Act,  the Plan  Administrator)  may in its
     discretion  determine that a different percentage than is prescribed in the
     preceding two  sentences  shall apply in respect of any category of credits
     to the Company Stock Account.

     "Unless the Plan Administrator  determines otherwise,  each Participant who
     has a Memorandum  Account  under the Plan may elect that all or a specified
     percentage  of his or her  Memorandum  Account  balance  as of any  date be
     reinvested  in the  Interest  Account,  Company  Stock  Account  and/or S&P
     Account in such  proportions as elected by the  Participant.  This election
     shall be in such form as the Plan  Administrator  shall establish and shall
     comply with all requirements of Section 16(b), to the extent applicable. In
     no event may any  reinvestment  be made of any  portion of a  Participant's
     Company Stock Account representing Phantom Stock purchased at a discount to
     Fair  Market  Value as  described  above  prior to the  earlier  of (i) the
     expiration  of a period  of three  years  following  the date on which  the
     Phantom  Stock  purchased at a discount  was credited to the  Participant's
     Company  Stock  Account or (ii) the date of the  Participant's  retirement,
     death,  Permanent Disability,  resignation or termination of employment (in
     which event, the balance in the Participant's Company Stock Account will be
     distributed in cash or converted  into an Interest  Account as described in
     Section 7.5)."


     The date of adoption of this  amendment  by the Board of  Directors  of the
Company is January 9, 2002.





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