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 JUNE 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                                      July 24, 1997 
CAPITAL STOCK, $.15 PAR VALUE                     34,447,355 SHARES

                                       
                                                                  <PAGE>
<PAGE>

                  THE LOUISIANA LAND AND EXPLORATION COMPANY

                                     INDEX


                                                           Page
                                                           Number
_________________________________________________________________

PART  I.     FINANCIAL INFORMATION:

   Item 1.   Financial Statements:

        (The June 30, 1997 and 1996 consolidated financial state-
        ments 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 - June 30, 1997 and
             December 31, 1996.............................        3

        Consolidated Statements of Earnings - three months
             and six months ended June 30, 1997 and 1996...        4

        Consolidated Statements of Cash Flows - six months
             ended June 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 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)

                                                              June 30,   December 31,
ASSETS                                                            1997           1996
_____________________________________________________________________________________
<S>                                                          <C>             <C>
CURRENT ASSETS:
Cash, including cash equivalents (June 30,
  1997-$3.8; December 31, 1996-$1.2)                         $    15.9            9.0
Accounts and notes receivable, principally trade                 115.5          150.7
Income taxes receivable                                             .6              -
Prepaid expenses                                                  11.9           10.7
Deferred income taxes                                               .7             .7
_____________________________________________________________________________________
TOTAL CURRENT ASSETS                                             144.6          171.1
_____________________________________________________________________________________
Investments in affiliates                                          8.4            8.1
Property, plant and equipment                                  3,131.5        3,100.6
Less accumulated depletion, depreciation and amortization     (1,964.2)      (1,940.9)
_____________________________________________________________________________________
NET PROPERTY, PLANT AND EQUIPMENT                              1,167.3        1,159.7
_____________________________________________________________________________________
Other assets                                                      25.3           25.9
_____________________________________________________________________________________
                                                             $ 1,345.6        1,364.8
_____________________________________________________________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
_____________________________________________________________________________________
CURRENT LIABILITIES:
Accounts payable and accrued expenses                            137.4          138.9
Income taxes payable                                               3.9            9.4
_____________________________________________________________________________________
TOTAL CURRENT LIABILITIES                                        141.3          148.3
_____________________________________________________________________________________
Deferred income taxes                                             82.3           78.4
Long-term debt                                                   460.1          505.7
Other liabilities                                                160.2          157.8
_____________________________________________________________________________________
STOCKHOLDERS' EQUITY:
Capital stock                                                      5.2            5.1
Additional paid-in capital                                        48.3           44.6
Retained earnings                                                448.2          424.9
_____________________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY                                       501.7          474.6
_____________________________________________________________________________________
                                                             $ 1,345.6        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      Six months ended
                                                  June 30,               June 30,
                                              1997         1996     1997         1996
_____________________________________________________________________________________

<S>                                         <C>           <C>      <C>          <C>
REVENUES:
Oil and gas                                 $134.4        135.8    305.2        283.5
Refined products                                 -        110.2        -        225.0
Gain on sale of oil and gas properties           -           .3       .4           .3
_____________________________________________________________________________________
                                             134.4        246.3    305.6        508.8
_____________________________________________________________________________________
COSTS AND EXPENSES:
Lease operating and facility expenses         30.0         27.9     61.1         57.9
Refinery cost of sales and operating 
 expenses                                        -        101.7        -        216.1
Dry holes and exploratory charges             29.5         21.8     75.8         43.3
Depletion, depreciation and amortization      44.9         44.6     88.6         88.1
Taxes, other than on earnings                  5.2          6.3     11.5         12.5
General, administrative and other 
 expenses                                      9.8          9.1     19.1         18.0
_____________________________________________________________________________________
                                             119.4        211.4    256.1        435.9
_____________________________________________________________________________________
                                              15.0         34.9     49.5         72.9
OTHER INCOME (EXPENSE):
Interest and debt expenses                    (6.5)        (8.9)   (14.4)       (18.1)
Other income (expense), net                    1.3           .5      7.8          3.5
_____________________________________________________________________________________
Earnings before income taxes                   9.8         26.5     42.9         58.3
Income tax expense                             3.6          9.3     15.5         20.5
_____________________________________________________________________________________
NET EARNINGS                                $  6.2         17.2     27.4         37.8
_____________________________________________________________________________________

EARNINGS PER SHARE                          $ 0.18         0.50     0.79         1.11
_____________________________________________________________________________________

AVERAGE SHARES                                34.5         34.2     34.5         34.0
_____________________________________________________________________________________

CASH DIVIDENDS PER SHARE                    $ 0.06         0.06     0.12         0.12
_____________________________________________________________________________________


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>
                                                                     Six months ended
                                                                         June 30,
                                                                    1997         1996
_____________________________________________________________________________________

<S>                                                              <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                                     $  27.4         37.8
Adjustments to reconcile to cash flows
 from operations:
   Gain on sale of oil and gas properties                            (.4)         (.3)
   Depletion, depreciation and amortization                         88.6         88.1
   Deferred income taxes                                             3.9         12.6
   Dry holes and impairment charges                                 49.7         22.3
   Other                                                              .1          6.1
_____________________________________________________________________________________
                                                                   169.3        166.6
   Changes in operating assets and liabilities:
     Net decrease in receivables                                    37.3         10.4
     Net increase in inventories                                       -         (4.3)
     Net increase in prepaid items                                  (1.2)        (1.3)
     Net increase (decrease) in payables                            (9.5)         7.8
     Other                                                           1.7         (2.1)
_____________________________________________________________________________________
NET CASH FLOWS FROM OPERATING ACTIVITIES                           197.6        177.1
_____________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                              (146.5)       (99.7)
Proceeds from asset sales                                            6.1           .5
Other                                                               (3.2)          .5
_____________________________________________________________________________________
NET CASH FLOWS FROM INVESTING ACTIVITIES                          (143.6)       (98.7)
_____________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt                                       (45.6)       (99.2)
Advances against cash surrender value                                  -          9.6
Dividends                                                           (4.1)        (4.1)
Repayment of loans to ESOP                                             -          1.2
Other                                                                2.6         15.5
_____________________________________________________________________________________
NET CASH FLOWS FROM FINANCING ACTIVITIES                           (47.1)       (77.0)
_____________________________________________________________________________________
INCREASE IN CASH AND CASH EQUIVALENTS                            $   6.9          1.4
_____________________________________________________________________________________


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 June 30, 1997, and the results of operations and cash
     flows for the three-month and six-month periods ended June 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
     approximately $33 million.  The following table sets forth the
     refinery operating results for the periods indicated.  

<TABLE>
<CAPTION>
                                                                    (Unaudited)      
                                                                  Periods ended 
                                                                  June 30, 1996
                                                              Three            Six
                                                              Months          Months
     ________________________________________________________________________________
     <S>                                                      <C>             <C>
     REFINING OPERATIONS
     Refining Operating Profit:
       Revenues:
         Refined products*                                    $117.9           239.0
         Other                                                    .2              .3
     ________________________________________________________________________________
                                                               118.1           239.3
     ________________________________________________________________________________
       Cost and expenses:
         Cost of sales*                                         98.2           207.4
         Operating expenses                                     11.2            22.7
         Depreciation                                             .5              .9
         Taxes, other than income                                 .4              .8
     ________________________________________________________________________________
                                                               110.3           231.8
     ________________________________________________________________________________
                                                              $  7.8             7.5
     ________________________________________________________________________________
     *Before the elimination of intercompany
      transfers to the company's refinery                     $  7.7            14.0
     ________________________________________________________________________________
</TABLE>

3.  For the three months ended June 30, 1997 and 1996, interest costs
    incurred were $9.2 million and $11.8 million, respectively, of which
    $2.7 million and $2.9 million, respectively, were capitalized as part
    of the cost of property, plant and equipment.  For the six months ended
    June 30, 1997 and 1996, interest costs incurred were $18.7 million and
    $24.4 million, respectively, of which $4.3 million and $6.3 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.

    In February 1997, the Financial Accounting Standards Board issued
    Statement of Financial Accounting Standards Statement No. 128,
    "Earnings Per Share" ("SFAS No. 128").  SFAS No. 128 supersedes Opinion
    No. 15, will be effective for the Company's year ended December 31,
    1997, and cannot be adopted earlier.  After adoption, all prior period
    earnings per share must be restated to conform with SFAS No. 128.  Due
    to the insignificant number of potentially dilutive securities (stock
    options) outstanding, SFAS No. 128 will not have a material impact on
    the Company's earnings per share.

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 and its consolidated subsidiary,
    CLAM, for the three-month and six-month periods ended June 30, 1997 and
    1996 are presented in accordance with Regulation S-X, Rule 10-01(b).

<TABLE>
<CAPTION>
                                                            (Unaudited)              
                                              Three months ended     Six months ended
                                                   June 30,              June 30,
                                               1997         1996      1997       1996
     ________________________________________________________________________________

     <S>                                     <C>            <C>       <C>        <C>
     Gross revenues                          $ 20.9         21.4      48.9       53.1
     ________________________________________________________________________________
     Operating profit                          10.1          7.4      26.7       24.3
     ________________________________________________________________________________
     Net earnings                               2.3          3.8       8.8       11.8
     ________________________________________________________________________________
</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 
                                                                       

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


    for future production and at the same time allow 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.  

    At June 30, 1997, approximately 46 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 $1.82 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
    14 trillion BTU of domestic natural gas were similarly hedged at an
    average floor price of $1.92 per million BTU with the Company's
    nonparticipation in market price increases above the floor price
    limited to $0.37 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 benefit of $.5 million
    for the 1998 hedges and a net benefit of $1.1 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 3.4 million barrels of the Company's
    worldwide crude oil production for the remainder of 1997 were similarly
    hedged at an average floor price of $17.80 per barrel with the
    Company's nonparticiation in market price increases above the floor
    price limited to $1.16 per barrel.  These transactions also have
    nominal carrying values, but their fair value at June 30, 1997 amounted
    to a net benefit of $.9 million.  

7.  On July 16, 1997, the Company signed a definitive agreement to combine
    with Burlington Resources Inc. (BR) in a transaction intended to be
    accounted for under the pooling of interests method of accounting for
    business combinations.  Under the terms of the agreement, which is
    subject to the approvals of regulatory agencies and the shareholders
    of both companies, a wholly owned subsidiary of BR will merge into the
    Company and the Company's shareholders will receive 1.525 shares of BR
    common stock for each Company share held and the Company will become
    a wholly owned subsidiary of BR.  The transaction is expected to
    qualify as a tax-free reorganization.  

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


8.  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>
                          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 June 30, 1997, and the related
consolidated statements of earnings and cash flows for the three-month and
six-month periods ended June 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
July 28, 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

    Second quarter and first half 1997 net earnings totaled $6.2 million
and $27.4 million, respectively, down from the $17.2 million and $37.8
million earned for the respective 1996 periods.  The decline in net
earnings resulted primarily from reduced liquids volumes, lower domestic
natural gas prices and 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. 


                                OIL AND GAS OPERATIONS

    Revenues from the Company's oil and gas operations were down $1 million
from the second quarter of 1996 due to lower liquids revenues.  Liquids
revenues were down $5 million due to lower crude oil volumes ($3 million)
and prices ($2 million).  Natural gas revenues were up almost $3 million
as a result of higher domestic deliveries ($9 million).  The effect of
higher domestic natural gas deliveries was partially offset by lower
prices ($6 million).<PAGE>
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS.  (CONTINUED)


    In the first half of 1997 revenues from the Company's oil and gas
operations were up $22 million from the first half of 1996.  Liquids
revenues were up $6 million primarily due to the higher worldwide crude
oil prices.  Natural gas revenues were up almost $15 million as a result
of higher domestic deliveries ($20 million), partially offset by lower
prices ($5 million).
 
    Crude oil volumes in the second quarter and first half of 1997
decreased 2100 and 1500 barrels per day (BPD), respectively, from the
comparable 1996 periods primarily due to production declines at the North
Sea.  North Sea operations were down 2700 BPD and 2300 BPD in the 1997
second quarter and first half, respectively, as wells shut-in due to
pipeline maintenance and natural declines more than offset new production
from the Thelma Field.  While new wells onstream in south Louisiana and
the Gulf of Mexico properties contributed to higher domestic volumes in
the first half, which were up 500 BPD, natural declines and the effect of
properties sold resulted in a decline of 700 BPD in the second quarter of
1997.  Other foreign crude volumes were up 1300 BPD and 300 BPD in the
second quarter and first half, respectively, due to new wells onstream at
the KAKAP concession, offshore Indonesia.  

    Natural gas deliveries were up 39 million and 37 million cubic feet per
day in the second quarter and first half of 1997, respectively, due to
higher domestic production.  Domestic deliveries were up due to new wells
onstream in the Gulf of Mexico and south Louisiana.  The higher domestic
deliveries were partially offset by the effects of natural declines at
mature producing properties and wells shut-in for maintenance and repairs. 
Partially offsetting the higher domestic production were lower volumes
from the North Sea operations due to the aforementioned shut-ins and
natural declines and demand-induced declines from the Company's 50%-owned
affiliate, CLAM Petroleum Company.  

    Lease operating and facility expenses (LOE) were up in both 1997
periods 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 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 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 half of 1997, the Company generated approximately $198
million in cash from operations which, along with available cash, was used
for capital projects ($147 million), reductions of long-term debt ($46
million) and dividends paid ($4 million).   

    In June 1997, the Company replaced 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 obtain other terms
and conditions which are more favorable to the Company.

    The Company expects to fund its 1997 expenditures, including capital
and exploration expenditures of approximately $320 million, primarily from
operating cash flows.  The Company's expenditures are continually
reviewed, and revised as necessary, based on perceived current and long-
term economic conditions.  


                    CAPITAL STOCK, DIVIDENDS AND OTHER MARKET DATA

    On July 16, 1997 the Company signed a definitive agreement to combine
with Burlington Resources Inc. (BR) in a transaction intended to be
accounted for under the pooling of interests method of accounting for
business combinations.  Under the terms of the agreement, which is subject
to the approvals of regulatory agencies and the shareholders of both
companies, a wholly owned subsidiary of BR will merge into the Company and
the Company's shareholders will receive 1.525 shares of BR common stock
for each Company share held and the Company will become a wholly owned
subsidiary of BR.  The transaction is expected to qualify as a tax-free
reorganization.

    In February 1997, the Company's Board of Directors authorized the
repurchase of up to two million shares of the Company's capital stock. 
No shares have been repurchased under the program.  In connection with the
agreement with BR discussed above, the Company's Board of Directors has
agreed to terminate such repurchase program.  



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     Six months ended
                                                   June 30,              June 30,
                                               1997         1996     1997        1996
_____________________________________________________________________________________

<S>                                         <C>            <C>      <C>         <C>
Sales to unaffiliated customers:
  Domestic1                                 $ 96.9         207.3    223.9       426.2
  North Sea                                   29.1          33.0     67.5        70.1
  Other foreign                                8.4           6.0     14.2        12.5
_____________________________________________________________________________________
    Total revenues                          $134.4         246.3    305.6       508.8
_____________________________________________________________________________________

Earnings before income taxes:
  Operating profit (loss):
    Domestic1                                 23.9          38.7     58.0        80.4
    North Sea                                  8.0          10.0     24.7        22.1
    Other foreign                             (2.2)         (2.9)    (6.8)       (7.2)
_____________________________________________________________________________________
                                              29.7          45.8     75.9        95.3
  Other income (expense), net                (19.9)        (19.3)   (33.0)      (37.0)
_____________________________________________________________________________________
    Earnings before income taxes            $  9.8          26.5     42.9        58.3
_____________________________________________________________________________________

Capital expenditures:
  Exploration:
    Domestic                                  51.0          26.0     83.9        43.9
    North Sea                                  1.6            .8      2.6          .8
    Other foreign                              7.5           4.3     12.1         6.4
_____________________________________________________________________________________
                                              60.1          31.1     98.6        51.1
_____________________________________________________________________________________

  Development:
    Domestic                                  16.4          20.9     29.7        31.1
    North Sea                                  5.7           4.3      9.7        10.3
    Other foreign                              2.1           2.4      5.6         4.8
_____________________________________________________________________________________
                                              24.2          27.6     45.0        46.2
_____________________________________________________________________________________
                                              84.3          58.7    143.6        97.3
  Capitalized interest                         2.7           2.9      4.3         6.3
  Other                                        1.2            .6      1.8         1.4
_____________________________________________________________________________________
                                            $ 88.2          62.2    149.7       105.0
_____________________________________________________________________________________

1 The 1996 period includes 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      Six months ended
                                                  June 30,               June 30,
                                              1997         1996     1997         1996
_____________________________________________________________________________________

<S>                                         <C>           <C>       <C>         <C>
OIL AND GAS OPERATIONS1
CRUDE AND CONDENSATE2
Production (thousands of barrels per day):
  Domestic                                    21.0         21.7     21.3         20.8
  North Sea                                   13.4         16.1     13.9         16.2
  Other foreign                                5.2          3.9      4.2          3.9
_____________________________________________________________________________________
                                              39.6         41.7     39.4         40.9
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                  $18.57        19.29    20.48        19.18
  North Sea                                  17.91        18.33    19.70        18.55
  Other foreign                              17.70        17.40    18.45        17.55
  Consolidated                               18.23        18.74    19.99        18.77
_____________________________________________________________________________________
PLANT PRODUCTS
Production (thousands of barrels per day):
  Domestic                                     3.1          2.1      2.9          2.0
  North Sea                                     .8           .9       .8           .9
_____________________________________________________________________________________
                                               3.9          3.0      3.7          2.9
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                  $11.22        12.53    14.79        12.45
  North Sea                                  14.11        14.26    19.23        15.39
  Consolidated                               11.83        13.06    15.83        13.37
_____________________________________________________________________________________
NATURAL GAS
Production (millions of cubic feet per day):
  Domestic                                   315.7        272.1    308.4        263.6
  North Sea                                   27.0         28.3     32.2         33.1
  CLAM Petroleum Company                      41.3         44.3     45.3         52.2
_____________________________________________________________________________________
                                             384.0        344.7    385.9        348.9
_____________________________________________________________________________________
Average price received (per MCF):
  Domestic                                  $ 1.99         2.23     2.41         2.54
  North Sea                                   2.58         2.17     2.66         2.19
  CLAM Petroleum Company                      2.81         2.64     2.82         2.75
  Consolidated                                2.12         2.27     2.48         2.54
_____________________________________________________________________________________

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     Six months ended
                                                   June 30,              June 30,
                                              1997          1996     1997        1996
_____________________________________________________________________________________

<S>                                         <C>            <C>      <C>         <C>
GROSS WELLS DRILLED
Working Interest
Exploratory:
  Oil                                            6             0        7           2
  Gas                                            6             3        8           5
  Dry                                            8             4       10           7
_____________________________________________________________________________________
                                                20             7       25          14
_____________________________________________________________________________________
Development:
  Oil                                            8             5       10          10
  Gas                                            4             2        5           3
  Dry                                            -             -        -           -
_____________________________________________________________________________________
                                                12             7       15          13
_____________________________________________________________________________________
Total working interest                          32            14       40          27
Royalty Interest                                15             5       20           7
_____________________________________________________________________________________
Total wells                                     47            19       60          34
_____________________________________________________________________________________
NET WELLS DRILLED
Exploratory:
  Oil                                          2.0             -      2.5          .7
  Gas                                          2.6           1.1      3.4         2.1
  Dry                                          3.6           1.6      4.5         2.5
_____________________________________________________________________________________
                                               8.2           2.7     10.4         5.3
_____________________________________________________________________________________
Development:
  Oil                                          1.1            .5      2.5         1.1
  Gas                                           .6           1.0      1.3         1.5
  Dry                                            -             -        -           -
_____________________________________________________________________________________
                                               1.7           1.5      3.8         2.6
_____________________________________________________________________________________
Total net wells                                9.9           4.2     14.2         7.9
_____________________________________________________________________________________
/TABLE
<PAGE>
<PAGE>


                          PART II.  OTHER INFORMATION



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

      (a)   Exhibits:

            Exhibit 10.1 - Credit Agreement dated as of June 7, 1997

            Exhibit 10.2 - Merger Agreement, dated as of July 16,
            1997, among Burlington Resources Inc., BR Acquisition
            Corporation and The Louisiana Land and Exploration
            Company (incorporated by reference to Appendix A to the
            registrant's Joint Proxy Statement/Prospectus included in
            the Schedule 14A filed with the Commission on July 31,
            1997).

            Exhibit 10.3 - Stock Option Agreement, dated as of July
            16, 1997, between Burlington Resources Inc. and The
            Louisiana Land and Exploration Company (incorporated by
            reference to Appendix B to the registrant's Joint Proxy
            Statement/Prospectus included in the Schedule 14A filed
            with the Commission on July 31, 1997).

            Exhibit 27 - Financial Data Schedules:

                  Quarter ended June 30, 1997 
                  Quarter ended June 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.  


<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/ J. N. WOOD
                        __________________________________________
                              J. N. WOOD
                              VICE PRESIDENT AND CONTROLLER
                              (PRINCIPAL ACCOUNTING OFFICER)


Dated:  July 30, 1997