SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D. C.  20549

                                          FORM 10-Q

(Mark One)
  X           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                      For the quarterly period ended SEPTEMBER 30, 1997

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ............to............

                                Commission file number 1-959


                         THE LOUISIANA LAND AND EXPLORATION COMPANY
                    Exact name of registrant as specified in its charter



              MARYLAND                                   72-0244700
State or other jurisdiction of                  I.R.S. Employer
incorporation or organization                  Identification No.

909 POYDRAS STREET, NEW ORLEANS, LA.                       70112  
Address of principal executive offices                   Zip Code


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


                          NO CHANGE
     Former name, former address and former fiscal year, if 
                   changed since last report

       Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes    X  .  No       .

       Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

                                                     Outstanding at
          Class                                    October 22, 1997
CAPITAL STOCK, $.15 PAR VALUE                     34,622,664 SHARES

                                              
                                                                  <PAGE>
<PAGE>
                         THE LOUISIANA LAND AND EXPLORATION COMPANY

                                            INDEX


                                                           Page
                                                           Number
_________________________________________________________________

PART  I.       FINANCIAL INFORMATION:

   Item 1.   Financial Statements:

         (The September 30, 1997 and 1996 consolidated financial
         statements included in this filing on Form 10-Q have been
         reviewed by KPMG Peat Marwick LLP, independent auditors, in
         accordance with established professional standards and
         procedures for such a review.  The report of KPMG Peat
         Marwick LLP commenting upon their review is included
         herein.)

         Consolidated Balance Sheets - September 30, 1997 and
               December 31, 1996.............................        3

         Consolidated Statements of Earnings - three months 
               and nine months ended September 30, 1997
               and 1996......................................        4

         Consolidated Statements of Cash Flows - nine months
               ended September 30, 1997 and 1996.............       5

         Notes to Consolidated Financial Statements........      6-9

         Independent Auditors' Review Report...............       10

   Item 2.   Management's Discussion and Analysis of 
                     Financial Condition and Results of 
                     Operations...............................    11-13

   Petroleum Segment Information.........................       14

   Operating Data........................................    15-16


Part II.       OTHER INFORMATION:

   Item 4.   Submission of Matters to a Vote of Security
                     Holders..................................       17

   Item 6.   Exhibits and Reports on Form 8-K............       17

<PAGE>
<PAGE>
<TABLE>
                               Part I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.


                         THE LOUISIANA LAND AND EXPLORATION COMPANY

                                 CONSOLIDATED BALANCE SHEETS
                                         (UNAUDITED)
<CAPTION>
                                    (Millions of dollars)

                                                                   September 30,      December 31,
ASSETS                                                                      1997              1996
_____________________________________________________________________________________
<S>                                                                    <C>                <C>
CURRENT ASSETS:
Cash, including cash equivalents (September 30,
  1997-$3.8; December 31, 1996-$1.2)                                   $    14.2               9.0
Accounts and notes receivable, principally trade                            85.1             150.7
Income taxes receivable                                                       .7                 -
Prepaid expenses                                                            10.5              10.7
Deferred income taxes                                                         .7                .7
_____________________________________________________________________________________
TOTAL CURRENT ASSETS                                                       111.2             171.1
_____________________________________________________________________________________
Investments in affiliates                                                    8.8               8.1
Property, plant and equipment                                            3,201.7           3,100.6
Less accumulated depletion, depreciation and amortization               (2,000.4)         (1,940.9)
_____________________________________________________________________________________
NET PROPERTY, PLANT AND EQUIPMENT                                        1,201.3           1,159.7
_____________________________________________________________________________________
Other assets                                                                30.7              25.9
_____________________________________________________________________________________
                                                                       $ 1,352.0           1,364.8
_____________________________________________________________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
_____________________________________________________________________________________
CURRENT LIABILITIES:
Accounts payable and accrued expenses                                      103.4             138.9
Income taxes payable                                                         2.0               9.4
_____________________________________________________________________________________
TOTAL CURRENT LIABILITIES                                                  105.4             148.3
_____________________________________________________________________________________
Deferred income taxes                                                       85.3              78.4
Long-term debt                                                             483.3             505.7
Other liabilities                                                          159.7             157.8
_____________________________________________________________________________________
STOCKHOLDERS' EQUITY:
Capital stock                                                                5.2               5.1
Additional paid-in capital                                                  60.7              44.6
Retained earnings                                                          452.4             424.9
_____________________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY                                                 518.3             474.6
_____________________________________________________________________________________
                                                                       $ 1,352.0           1,364.8
_____________________________________________________________________________________


See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                                  CONSOLIDATED STATEMENTS OF EARNINGS
                                              (UNAUDITED)

                                   (Millions, except per share data)


<CAPTION>
                                                     Three months ended         Nine months ended
                                                        September 30,             September 30,
                                                      1997         1996         1997        1996
_____________________________________________________________________________________

<S>                                                 <C>             <C>        <C>            <C>
REVENUES:
Oil and gas                                         $135.3          136.7      440.5          420.2
Refined products                                         -           38.5          -          263.5
Gain on sale of petroleum assets                        .2            1.7         .6            2.0
_____________________________________________________________________________________
                                                     135.5          176.9      441.1          685.7
_____________________________________________________________________________________
COSTS AND EXPENSES:
Lease operating and facility expenses                 28.7           30.2       89.8           88.1
Refinery cost of sales and operating 
 expenses                                                -           38.3          -          254.4
Dry holes and exploratory charges                     31.5           25.8      107.3           69.1
Depletion, depreciation and amortization              43.4           42.7      132.0          130.8
Taxes, other than on earnings                          5.5            5.3       17.0           17.8
General, administrative and other 
 expenses                                             10.4           10.1       29.5           29.4
_____________________________________________________________________________________
                                                     119.5          152.4      375.6          589.6
_____________________________________________________________________________________
                                                      16.0           24.5       65.5           96.1
OTHER INCOME (EXPENSE):
Interest and debt expenses                            (8.1)          (8.3)     (22.5)         (26.4)
Other income (expense),net                              .1            2.3        7.9            7.1
_____________________________________________________________________________________
Earnings before income taxes                           8.0           18.5       50.9           76.8
Income tax expense                                     1.8            4.8       17.3           25.3
_____________________________________________________________________________________
NET EARNINGS                                        $  6.2           13.7       33.6           51.5
_____________________________________________________________________________________

EARNINGS PER SHARE                                  $ 0.18           0.40       0.97           1.51
_____________________________________________________________________________________

AVERAGE SHARES                                        34.8           34.4       34.6           34.1
_____________________________________________________________________________________

CASH DIVIDENDS PER SHARE                            $ 0.06           0.06       0.18           0.18
_____________________________________________________________________________________


See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)

                                         (Millions of dollars)

<CAPTION>
                                                                                Nine months ended
                                                                                  September 30,
                                                                                1997         1996
_____________________________________________________________________________________

<S>                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                                                $  33.6            51.5
Adjustments to reconcile to cash flows
 from operations:
   Gain on sale of petroleum assets                                             (.6)           (2.0)
   Depletion, depreciation and amortization                                   132.0           130.8
   Deferred income taxes                                                        6.9            19.8
   Dry holes and impairment charges                                            66.5            41.6
   Other                                                                        (.1)           13.0
_____________________________________________________________________________________
                                                                              238.3           254.7
   Changes in operating assets and liabilities,
    net of the 1996 sale of refining assets:
     Net (increase) decrease in receivables                                    61.5           (18.8)
     Net increase in inventories                                                  -            (4.2)
     Net decrease in prepaid items                                               .2             3.7
     Net increase (decrease) in payables                                      (41.4)           33.7
     Other                                                                      4.4             (.6)
_____________________________________________________________________________________
NET CASH FLOWS FROM OPERATING ACTIVITIES                                      263.0           268.5
_____________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                         (247.6)         (164.4)
Proceeds from asset sales                                                       6.5            70.4
Other                                                                           (.5)           (9.8)
_____________________________________________________________________________________
NET CASH FLOWS FROM INVESTING ACTIVITIES                                     (241.6)         (103.8)
_____________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt                                                  (22.4)         (186.2)
Advances against cash surrender value                                             -             9.6
Dividends                                                                      (6.1)           (6.1)
Repayment of loans to ESOP                                                        -             1.7
Other                                                                          12.3            18.3
_____________________________________________________________________________________
NET CASH FLOWS FROM FINANCING ACTIVITIES                                      (16.2)         (162.7)
_____________________________________________________________________________________
INCREASE IN CASH AND CASH EQUIVALENTS                                       $   5.2             2.0
_____________________________________________________________________________________

See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    In the opinion of the Company, the accompanying unaudited consolidated
      financial statements contain all adjustments (consisting only of
      normal recurring accruals) necessary to present fairly the financial
      position as of September 30, 1997, and the results of operations and
      cash flows for the three-month and nine-month periods ended September
      30, 1997 and 1996.  Certain amounts have been reclassified to conform
      with the current period's presentation.  

2.    On July 31, 1996, the Company completed the sale of its crude oil
      refinery and terminal near Mobile, Alabama, including crude oil and
      refined product inventories, for approximately $70 million resulting
      in a pretax gain of approximately $2 million.  The net book value of
      refinery property, plant and equipment at that date totaled approxi-
      mately $33 million.  The following table sets forth the refinery
      operating results for the periods indicated.  
<TABLE>
<CAPTION>
                                                                                (Unaudited)     
                                                                               Periods ended
                                                                             September 30, 1996
                                                                          One               Seven
      (Millions of dollars)                                              Month              Months
      _______________________________________________________________________________
      <S>                                                                <C>                <C>
      REFINING OPERATIONS
      Refining Operating Profit (Loss):
        Revenues:
          Refined products*                                              $ 41.4              280.4
          Other                                                               -                 .3
      _______________________________________________________________________________
                                                                           41.4              280.7
      _______________________________________________________________________________
        Cost and expenses:
          Cost of sales*                                                   37.3              244.7
          Operating expenses                                                3.9               26.6
          Depreciation                                                       .2                1.1
          Taxes, other than income                                           .1                 .9
      _______________________________________________________________________________
                                                                           41.5              273.3
      _______________________________________________________________________________
                                                                         $  (.1)               7.4
      _______________________________________________________________________________
      *Before the elimination of intercompany 
           transfers to the Company's refinery                           $  2.9               16.9
      _______________________________________________________________________________
</TABLE>

3.    For the three months ended September 30, 1997 and 1996, interest costs
      incurred were $9.7 million and $10.8 million, respectively, of which
      $1.6 million and $2.5 million, respectively, were capitalized as part
      of the cost of property, plant and equipment.  For the nine months
      ended September 30, 1997 and 1996, interest costs incurred were $28.4
      million and $35.2 million, respectively, of which $5.9 million and
      $8.8 million, respectively, were capitalized as part of the cost of
      property, plant and equipment.  <PAGE>
<PAGE>
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.    As prescribed by Accounting Principles Board Opinion No. 15, "Earnings
      Per Share" ("Opinion No. 15"), earnings per share are calculated on
      the weighted average number of shares outstanding during each period
      for capital stock and, when dilutive, capital stock equivalents, which
      assumes exercise of stock options.  

5.    In accordance with Regulation S-X, Rule 3-09, the audited consolidated
      financial statements of the Company's 50%-owned affiliate, MaraLou
      Netherlands Partnership (MaraLou) and its wholly-owned consolidated
      subsidiary, CLAM Petroleum Company (CLAM), were filed with the
      Company's Annual Report on Form 10-K for the year ended December 31,
      1996.

      Accordingly, the following unaudited summarized consolidated income
      statement information for MaraLou/CLAM for the three-month and nine-
      month periods ended September 30, 1997 and 1996 are presented in
      accordance with Regulation S-X, Rule 10-01(b).

<TABLE>
<CAPTION>
                                                                    (Unaudited)              
                                                      Three months ended        Nine months ended
                                                         September 30,             September 30,
                                                       1997         1996          1997       1996
      ________________________________________________________________________________

      <S>                                             <C>             <C>         <C>          <C>
      Gross revenues                                  $17.1           16.5        66.0         69.6
      ________________________________________________________________________________
      Operating profit                                  7.7            7.3        34.4         31.6
      ________________________________________________________________________________
      Net earnings (loss)                             $ 5.0            2.2        13.8         14.0
      ________________________________________________________________________________
</TABLE>

6.   The Company uses derivative commodity instruments to manage commodity
     price risks associated with future natural gas and crude oil production
     but does not use them for speculative purposes.  The Company's
     commodity price hedging program utilizes futures, forwards, options and
     swap contracts in series of transactions designed to set a floor price 
     for future production and at the same time allowed the Company to
     participate in market price increases above a set level over the floor
     price and outside of specific ranges.  To qualify as a hedge,these
     contracts must correlate to anticipated future production such that the
     Company's exposure to the effects of price changes is reduced.  The
     Company uses the accrual method of accounting for derivative commodity
     instruments.  At inception, the contract premiums paid are recorded as
     prepaid expenses and, upon settlement of the hedged production month,
     are included with the gains and losses on the contracts in oil and gas
     revenues.  


<PAGE>
<PAGE>
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


      At September 30, 1997, approximately 22 trillion BTU of domestic
      natural gas production for the remainder of 1997 were covered by a
      series of transactions designed to set an average floor price of $1.86
      per million BTU with the Company's nonparticipation in market price
      increases above the floor price limited to $0.18 per million BTU.  For
      1998, approximately 57 trillion BTU of domestic natural gas were
      similarly hedged at an average floor price of $1.80 per million BTU
      with the Company's nonparticipation in market price increases above
      the floor price limited to $0.24 per million BTU.  For 1999,
      approximately 38 trillion BTU of domestic natural gas were similarly
      hedged at an average floor price of $1.79 per million BTU with the
      Company's nonparticipation in market price increases above the floor
      price limited to $0.23 per million BTU.  While these transactions have
      nominal carrying values, their fair value, represented by the
      estimated amount that would be required to terminate the contracts,
      were a net cost of $3.0 million for the 1997 hedges, a net cost of
      $2.7 million for the 1998 hedges and a net benefit of $.6 million for
      1999 hedges.  (The Company estimates that its domestic natural gas
      production averages approximately 1.07 million BTU for each thousand
      cubic feet.)  In addition, approximately 1.8 million barrels of the
      Company's worldwide crude oil production for the remainder of 1997
      were similarly hedged at an average floor price of $17.82 per barrel
      with the Company's nonparticipation in market price increases above
      the floor price limited to $1.29 per barrel.  For 1998, approximately
      2.0 million barrels of the Company's worldwide crude oil production
      were similarly hedged at an average floor price of $19.38 per barrel
      with the Company's nonparticipation in market price increases above
      the floor price limited to $2.25 per barrel.  These transactions also
      have nominal carrying values, but their fair value at September 30,
      1997 amounted to a net cost of $.5 million for the 1997 hedges and a
      net benefit of $1.3 million for the 1998 hedges.  

7.    The Company has been notified by the U.S. Environmental Protection
      Agency that it is one of many Potentially Responsible Parties (PRP)
      with respect to certain National Priorities List sites.  Based  on its
      evaluation of the potential total cleanup costs, its estimate of its
      potential exposure, and the viability of the other PRP's, the Company
      believes that any costs ultimately required to be borne by it at these
      sites will not have a material adverse effect on the results of
      operations, cash flow or financial position of the Company.  

      The Company is subject to other legal proceedings, claims and
      liabilities which arise in the ordinary course of its business.  In
      the opinion of Management, the amount of ultimate liability with
      respect to these actions will not have a material adverse effect on
      results of operations, cash flow or financial position of the Company. 
      
<PAGE>
<PAGE>
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.    In June 1997, the Company refinanced its existing $350 million
      Revolving Credit Facility with a Revolving Credit Facility of a like
      amount, the primary objectives of which were to avail the Company of
      lower market pricing, extend the maturity by one year to 2002 and
      improve other terms and conditions favorable to the Company.  However,
      as a result of the combination of the Company with Burlington
      Resources, Inc. (BR), the Revolving Credit Facility automatically
      terminated on October 23, 1997.  Further, the Company's commercial
      paper program was also terminated on that date and outstanding
      commercial paper totaling approximately $83 million was retired by BR.

9.    On October 22, 1997, the shareholders of the Company approved a
      definitive agreement to combine with Burlington Resources Inc. (BR)
      in a transaction accounted for under the pooling of interests method
      of accounting for business combinations.  Under the terms of the
      agreement, a wholly owned subsidiary of BR merged into the Company and
      the Company's shareholders received 1.525 shares of BR common stock
      for each Company share held and the Company became a wholly owned
      subsidiary of BR.  The transaction is expected to qualify as a tax-
      free reorganization.  At September 30, 1997, the Company has deferred
      approximately $2.7 million of costs related to the merger, which was
      expensed upon consummation of the merger.  


<PAGE>
<PAGE>
                                  INDEPENDENT AUDITORS' REVIEW REPORT




The Board of Directors
The Louisiana Land and Exploration Company:

We have reviewed the consolidated balance sheet of The Louisiana Land and
Exploration Company and subsidiaries as of September 30, 1997, and the
related consolidated statements of earnings and cash flows for the three-
month and nine-month periods ended September 30, 1997 and 1996.  These
consolidated financial statements are the responsibility of the Company's
management.  

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion. 

Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Louisiana Land and
Exploration Company and subsidiaries as of December 31, 1996, and the
related consolidated statements of earnings, stockholders' equity, and
cash flows for the year then ended (not presented herein); and in our
report dated February 7, 1997, we expressed an unqualified opinion on
those consolidated financial statements.  In our opinion, the information
set forth in the accompanying consolidated balance sheet as of
December 31, 1996, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.




                                          /KPMG PEAT MARWICK LLP

                                          KPMG PEAT MARWICK LLP     

New Orleans, Louisiana
November 7, 1997


<PAGE>
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995

     Statements, other than historical facts, contained in this Quarterly
Report on Form 10-Q, including statements of estimated oil and gas
production and reserves, drilling plans, future cash flows, anticipated
capital expenditures and Management's strategies, plans and objectives,
are "forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  Although the Company believes that its
forward looking statements are based on reasonable assumptions, it
cautions that such statements are subject to a wide range of risks and
uncertainties incident to the exploration for, acquisition, development
and marketing of oil and gas, and it can give no assurance that its
estimates and expectations will be realized.  Important factors that could
cause actual results to differ materially from the forward looking
statements include, but are not limited to, changes in production volumes,
worldwide demand, and commodity prices for petroleum natural resources;
the timing and extent of the Company's success in discovering, acquiring,
developing and producing oil and gas reserves; risks incident to the
drilling and operation of oil and gas wells; future production and
development costs; the effect of existing and future laws, governmental
regulations and the political and economic climate of the United States
and foreign countries in which the Company operates; the effect of hedging
activities; and conditions in the capital markets.  Other risk factors are
discussed elsewhere in this Form 10-Q, including those risk factors
described in Note 8 of "Notes to Consolidated Financial Statements" and
in the Company's Form 10-K.


                                         REVIEW OF OPERATIONS

     Third quarter net earnings totaled $6.2 million compared with the $13.7
million earned in third quarter of 1996.  For the first nine months of
1997, net earnings totaled $33.6 million in comparison to net earnings of
$51.5 million in the year-earlier period.  The decline in net earnings
resulted primarily from lower liquids and domestic natural gas prices in
the 1997 third quarter, higher exploratory costs in both 1997 periods and
the inclusion in the comparable 1996 periods of operating results from the
Company's Mobile refinery, which was sold in July 1996. 
 

<PAGE>
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.  (CONTINUED)


                                        OIL AND GAS OPERATIONS

     Revenues from the Company's oil and gas operations were down $1 million
from the third quarter of 1996 due to lower liquids revenues.  Liquids
revenues were down $3 million due to lower crude oil prices ($6 million). 
Higher crude oil volumes ($3 million) partially offset the impact of lower
prices.  Natural gas revenues were up $1 million primarily as a result of
higher domestic deliveries. 

     In the first nine months of 1997, revenues from the Company's oil and
gas operations were up $20 million from comparable 1996 period.  Liquids
revenues were up $4 million primarily due to the higher worldwide crude
oil prices.  Natural gas revenues were up $16 million as a result of
higher domestic deliveries ($20 million), partially offset by lower prices
($4 million).
 
     Crude oil volumes in the third quarter increased 2300 barrels per day
(BPD) from the 1996 quarter.  However, in the first nine months of 1997,
volumes declined 200 BPD from the comparable 1996 period.  Crude volumes
from other foreign operations were up 1800 BPD and 900 BPD in both 1997
periods due to new wells onstream at the KAKAP concession, offshore
Indonesia.  North Sea operations were up 2000 BPD in the 1997 third
quarter and down 900 BPD in the 1997 first nine months as new production
onstream at the T-Block complex offset in the third quarter the effect of
natural declines and partially offset natural declines in the first nine
months.  Domestic volumes were down 1500 BPD and 200 BPD, respectively,
in the third quarter and first nine months of 1997 with natural declines
and the effect of properties sold more than offsetting new wells onstream
in south Louisiana and the Gulf of Mexico.       

     Domestic natural gas deliveries were up 7 million and 32 million cubic
feet per day in the third quarter and first nine months of 1997, respec-
tively, due to new wells onstream in the Gulf of Mexico and south
Louisiana.  The higher deliveries were partially offset by the effects of
natural declines at mature producing properties.   

     Lease operating and facility expenses, although down in the third
quarter of 1997 due to lower workover costs, were up in the first nine
months of 1997 as higher workover costs and facilities expenses offset
reductions in operating costs and repair charges.  Depletion, depreciation
and amortization (DD&A) was up marginally in both 1997 periods as a result
of the DD&A associated with new wells onstream.  This increase in DD&A was
partially offset by natural production declines on mature producing
properties.  Dry holes and exploratory charges increased due to the write-
off of unsuccessful exploratory wells and higher seismic costs incurred. 
Interest and debt expenses were down from the 1996 periods primarily as
a result of the significant reduction in long-term debt over the last
twelve months.
<PAGE>
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.  (CONTINUED)


                                    LIQUIDITY AND CAPITAL RESOURCES

     In the first nine months of 1997, the Company generated approximately
$263 million in cash from operations which, along with available cash, was
used for capital projects ($248 million), reductions of long-term debt
($22 million) and dividends paid ($6 million).   

     In June 1997, the Company refinanced its existing $350 million
Revolving Credit Facility with a Revolving Credit Facility of a like
amount, the primary objectives of which were to avail the Company of lower
market pricing, extend the maturity by one year to 2002 and improve other
terms and conditions favorable to the Company.  However, as a result of
the combination of the Company with Burlington Resources, Inc. (BR), the
Revolving Credit Facility automatically terminated on October 23, 1997. 
Further, the Company's commercial paper program was also terminated on
that date and outstanding commercial paper totaling approximately $83
million was retired by BR.  


                            CAPITAL STOCK, DIVIDENDS AND OTHER MARKET DATA

     On October 22, 1997, the shareholders of the Company approved a
definitive agreement to combine with Burlington Resources, Inc. (BR) in
a transaction accounted for under the pooling of interest method of
accounting for business combinations.  Under the terms of the agreement,
a wholly owned subsidiary of BR merged into the Company and the Company's
shareholders received 1.525 shares of BR common stock for each Company
share held and the Company became a wholly owned subsidiary of BR.  The
transaction is expected to qualify as a tax-free reorganization.




NOTE:       The accompanying consolidated financial statements and notes
            thereto included in Item 1. of this Form 10-Q and the petroleum
            segment information and operating data following this Item 2. are
            an integral part of this discussion and analysis and should be
            read in conjunction herewith.

<PAGE>
<PAGE>
<TABLE>
                              THE LOUISIANA LAND AND EXPLORATION COMPANY

                                     PETROLEUM SEGMENT INFORMATION

                                         (Millions of dollars)

<CAPTION>
                                                      Three months ended        Nine months ended
                                                         September 30,             September 30,
                                                       1997         1996         1997        1996
_____________________________________________________________________________________

<S>                                                 <C>              <C>        <C>           <C>
Sales to unaffiliated customers:
  Domestic1                                         $  93.8          141.1      317.7         567.3
  North Sea                                            33.5           30.3      101.0         100.4
  Other foreign                                         8.2            5.5       22.4          18.0
_____________________________________________________________________________________
  Total revenues                                    $ 135.5          176.9      441.1         685.7
_____________________________________________________________________________________

Earnings (loss) before income taxes:
  Operating profit (loss):
    Domestic1                                          14.7           33.0       72.7         113.4
    North Sea                                          11.5            7.2       36.2          29.3
    Other foreign                                       (.1)          (4.0)      (6.9)        (11.2)
_____________________________________________________________________________________
                                                       26.1           36.2      102.0         131.5
  Other income (expense), net                         (18.1)         (17.7)     (51.1)        (54.7)
_____________________________________________________________________________________
    Earnings (loss) before income taxes             $   8.0           18.5       50.9          76.8
_____________________________________________________________________________________

Capital expenditures:
  Exploration:
    Domestic                                           30.4           36.4      114.3          80.3
    North Sea                                            .9             .6        3.5           1.4 
    Other foreign                                       8.0            7.7       20.1          14.1
_____________________________________________________________________________________
                                                       39.3           44.7      137.9          95.8
_____________________________________________________________________________________

  Development:
    Domestic                                           45.1           13.1       74.8          44.2
    North Sea                                           3.6            3.6       13.3          13.9
    Other foreign                                       1.3            2.1        6.9           6.9
_____________________________________________________________________________________
                                                       50.0           18.8       95.0          65.0
_____________________________________________________________________________________
                                                       89.3           63.5      232.9         160.8
  Capitalized interest                                  1.6            2.5        5.9           8.8
  Other                                                 2.3            1.0        4.1           2.4
_____________________________________________________________________________________
                                                    $  93.2           67.0      242.9         172.0
_____________________________________________________________________________________

1 The 1996 periods include the operations of the Company's refinery which was sold in
  July 1996.  See Note 2 of "Notes to Consolidated Financial Statements."
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                             THE LOUISIANA LAND AND EXPLORATION COMPANY

                                           OPERATING DATA

<CAPTION>
                                                     Three months ended         Nine months ended
                                                        September 30,             September 30,
                                                      1997         1996         1997         1996
_____________________________________________________________________________________

<S>                                                 <C>             <C>         <C>           <C>
OIL AND GAS OPERATIONS1
CRUDE AND CONDENSATE2
Production (thousands of barrels per day):
  Domestic                                            19.8           21.3       20.8           21.0
  North Sea                                           15.7           13.7       14.5           15.4
  Other foreign                                        5.2            3.4        4.6            3.7
_____________________________________________________________________________________
                                                      40.7           38.4       39.9           40.1
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                          $18.46          20.87      19.83          19.76
  North Sea                                          18.48          19.54      19.25          18.84
  Other foreign                                      17.21          17.93      17.97          17.66
  Consolidated                                       18.31          20.14      19.41          19.21
_____________________________________________________________________________________
PLANT PRODUCTS
Production (thousands of barrels per day):
  Domestic                                             2.8            2.6        2.8            2.2
  North Sea                                             .9             .8         .9             .9
_____________________________________________________________________________________
                                                       3.7            3.4        3.7            3.1
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                          $10.68          12.49      13.43          12.46
  North Sea                                          13.72          14.21      17.36          15.03
  Consolidated                                       11.41          12.90      14.35          13.20
_____________________________________________________________________________________
NATURAL GAS
Production (millions of cubic feet per day):
  Domestic                                           296.1          289.4      304.3          272.3
  North Sea                                           26.5           24.1       30.2           30.1
  CLAM Petroleum Company                              34.3           30.6       41.6           44.9
_____________________________________________________________________________________
                                                     356.9          344.1      376.1          347.3
_____________________________________________________________________________________
Average price received (per MCF):
  Domestic                                          $ 2.08           2.12       2.30           2.39
  North Sea                                           2.41           2.10       2.58           2.17
  CLAM Petroleum Company                              2.61           2.93       2.76           2.79
  Consolidated                                        2.15           2.19       2.37           2.42
_____________________________________________________________________________________

1 Includes the Company's 50% equity interest in its unconsolidated affiliate, CLAM
  Petroleum Company.  
2 Before the elimination of intercompany transfers.
</TABLE>


<PAGE>
<PAGE>
<TABLE>
                             THE LOUISIANA LAND AND EXPLORATION COMPANY

                                     OPERATING DATA  (CONTINUED)

<CAPTION>
                                                      Three months ended        Nine months ended
                                                        September 30,              September 30,
                                                      1997          1996         1997        1996
_____________________________________________________________________________________

<S>                                                 <C>              <C>        <C>           <C>
GROSS WELLS DRILLED
Working Interest
Exploratory:
  Oil                                                    5               2         12             4
  Gas                                                    6               2         14             7
  Dry                                                    6               6         16            13
_____________________________________________________________________________________
                                                        17              10         42            24
_____________________________________________________________________________________
Development:
  Oil                                                    2               5         12            15
  Gas                                                    4               4          9             7
  Dry                                                    -               -          -             -
_____________________________________________________________________________________
                                                         6               9         21            22
_____________________________________________________________________________________
Total working interest                                  23              19         63            46
Royalty Interest                                         3               4         23            11
_____________________________________________________________________________________
Total wells                                             26              23         86            57
_____________________________________________________________________________________
NET WELLS DRILLED
Exploratory:
  Oil                                                  1.6             1.3        4.1           2.0
  Gas                                                  2.2             1.5        5.6           3.6
  Dry                                                  2.2             1.7        6.7           4.2
_____________________________________________________________________________________
                                                       6.0             4.5       16.4           9.8
_____________________________________________________________________________________
Development:
  Oil                                                   .7              .6        1.9           1.7
  Gas                                                  1.2              .9        2.5           2.4
  Dry                                                    -               -          -             -
_____________________________________________________________________________________
                                                       1.9             1.5        4.4           4.1
_____________________________________________________________________________________
Total net wells                                        7.9             6.0       20.8          13.9
_____________________________________________________________________________________
</TABLE>
<PAGE>
<PAGE>
                                     PART II.  OTHER INFORMATION

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER.

            At a Special Meeting of Stockholders held on October 22, 1997,
            the Agreement and Plan of Merger dated July 16,1997 among the
            Company, Burlington Resources Inc. and BR Acquisition
            Corporation, a wholly owned subsidiary of Burlington Resources
            Inc., pursuant to which BR Acquisition Corporation will merge
            with and into the Company, was approved by a stockholder vote
            of:  For - 27,745,758; Against - 59,076; Abstaining - 55,314.  

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

     (a)    Exhibits:

            Exhibit 27 - Financial Data Schedules:

                   Quarter ended September 30, 1997
                   Quarter ended September 30, 1996 (restated)

     (b)    Reports on Form 8-K:

            On July 17, 1997, the Company filed a Current Report on Form 8-K
            which included a press release announcing that the Company had
            entered into an agreement and Plan of Merger dated July 16, 1997
            among the Company, Burlington Resources Inc. and BR Acquisition
            Corporation, a wholly owned subsidiary of Burlington Resources
            Inc., pursuant to which BR Acquisition Corporation will merge
            with and into the Company.  

            On October 23, 1997, the Company filed a Current Report on Form
            8-K which included the press release of Burlington Resources,
            Inc. announcing the approval of the aforementioned Plan of
            Merger by the shareholders of the Company and Burlington
            Resources, Inc.  

<PAGE>
<PAGE>
                                             SIGNATURES

     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
                                               (REGISTRANT)

                          By:           /s/ John E. Hagale
                                 ___________________________________________
                                        JOHN E. HAGALE
                                        CHIEF FINANCIAL OFFICER
                                        (PRINCIPAL ACCOUNTING OFFICER)


                          By:           /s/ J. N. Wood
                                 ___________________________________________
                                        J N. WOOD
                                        VICE PRESIDENT


Dated:  November 13, 1997