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, 1996

              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 31, 1996
CAPITAL STOCK, $.15 PAR VALUE                     34,175,029 SHARES

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

                                            INDEX


                                                           Page
                                                           Number
_________________________________________________________________

PART  I.       FINANCIAL INFORMATION:

   Item 1.   Financial Statements:

         (The September 30, 1996 and 1995 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, 1996 and
               December 31, 1995.............................        3

         Consolidated Statements of Earnings - three months 
               and nine months ended September 30, 1996
               and 1995......................................        4

         Consolidated Statements of Cash Flows - nine months
               ended September 30, 1996 and 1995.............       5

         Notes to Consolidated Financial Statements........      6-7

         Independent Auditors' Review Report...............        8

   Item 2.   Management's Discussion and Analysis of 
                     Financial Condition and Results of 
                     Operations...............................     9-11

   Petroleum Segment Information.........................       12

   Operating Data........................................    13-14


Part II.       OTHER INFORMATION:

   Item 6.   Exhibits and Reports on Form 8-K............       15

<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                                                                      1996              1995
_____________________________________________________________________________________
<S>                                                                    <C>                <C>
CURRENT ASSETS:
Cash, including cash equivalents (September 30,
  1996-$5.2; December 31, 1995-$1.0)                                   $    12.3              10.3
Accounts and notes receivable, principally trade                            85.6             143.6
Income taxes receivable                                                       .6                .2
Inventories                                                                   .4              38.7
Prepaid expenses                                                             7.1              12.9
Deferred income taxes                                                         .9                .9
_____________________________________________________________________________________
TOTAL CURRENT ASSETS                                                       106.9             206.6
_____________________________________________________________________________________
Investments in affiliates                                                    8.4              19.9
Property, plant and equipment                                            3,062.0           3,120.9
Less accumulated depletion, depreciation and amortization               (1,886.4)         (1,913.3)
_____________________________________________________________________________________
NET PROPERTY, PLANT AND EQUIPMENT                                        1,175.6           1,207.6
_____________________________________________________________________________________
Other assets                                                                27.1              33.6
_____________________________________________________________________________________
                                                                       $ 1,318.0           1,467.7
_____________________________________________________________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY
_____________________________________________________________________________________
CURRENT LIABILITIES:
Accounts payable and accrued expenses                                      135.9             199.8
Income taxes payable                                                         2.5                .8
_____________________________________________________________________________________
TOTAL CURRENT LIABILITIES                                                  138.4             200.6
_____________________________________________________________________________________
Deferred income taxes                                                       69.4              49.6
Long-term debt                                                             505.4             691.6
Other liabilities                                                          161.2             155.2
_____________________________________________________________________________________
STOCKHOLDERS' EQUITY:
Capital stock                                                                5.1               5.0
Additional paid-in capital                                                  40.5              14.8
Retained earnings                                                          398.2             352.8
_____________________________________________________________________________________
                                                                           443.8             372.6
Loans to ESOP                                                                (.2)             (1.9)
_____________________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY                                                 443.6             370.7
_____________________________________________________________________________________
                                                                       $ 1,318.0           1,467.7
_____________________________________________________________________________________


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,
                                                      1996         1995         1996        1995
_____________________________________________________________________________________

<S>                                                 <C>             <C>        <C>            <C>
REVENUES:
Oil and gas                                         $136.7          116.0      420.2          340.4
Refined products                                      38.5           97.1      263.5          272.5
Gain (loss) on sale of petroleum 
 assets                                                1.7            (.7)       2.0            1.5
Other                                                  2.3            (.4)       7.1            3.8
_____________________________________________________________________________________
                                                     179.2          212.0      692.8          618.2
_____________________________________________________________________________________
COSTS AND EXPENSES:
Lease operating and facility expenses                 30.2           29.0       88.1           88.4
Refinery cost of sales and operating 
 expenses                                             38.3           96.3      254.4          267.7
Dry holes and exploratory charges                     25.8           17.7       69.1           49.8
Depletion, depreciation and amortization              42.7           40.7      130.8          116.6
Taxes, other than on earnings                          5.3            5.8       17.8           18.5
General, administrative and other 
 expenses                                             10.1            9.8       29.4           30.3
Interest and debt expenses                             8.3            9.9       26.4           28.9
_____________________________________________________________________________________
                                                     160.7          209.2      616.0          600.2
_____________________________________________________________________________________
Earnings before income taxes                          18.5            2.8       76.8           18.0
Income tax expense                                     4.8            1.0       25.3            6.3
_____________________________________________________________________________________
NET EARNINGS                                        $ 13.7            1.8       51.5           11.7
_____________________________________________________________________________________

EARNINGS PER SHARE                                  $ 0.40           0.05       1.51           0.35
_____________________________________________________________________________________

AVERAGE SHARES                                        34.4           33.6       34.1           33.5
_____________________________________________________________________________________

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,
                                                                                1996         1995
_____________________________________________________________________________________

<S>                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                                                $  51.5            11.7
Adjustments to reconcile to cash flows
 from operations:
   Gain on sale of petroleum assets                                            (2.0)           (1.5)
   Depletion, depreciation and amortization                                   130.8           116.6
   Deferred income taxes                                                       19.8             4.7
   Dry holes and impairment charges                                            41.6            29.9
   Other                                                                       13.0             3.6
_____________________________________________________________________________________
                                                                              254.7           165.0
   Changes in operating assets and liabilities,
    net of the sale of refining assets:
     Net (increase) decrease in receivables                                   (18.8)           21.7
     Net (increase) decrease in inventories                                    (4.2)           11.1
     Net decrease in prepaid items                                              3.7             3.0
     Net increase (decrease) in payables                                       33.7           (38.5)
     Other                                                                      (.6)             .6
_____________________________________________________________________________________
NET CASH FLOWS FROM OPERATING ACTIVITIES                                      268.5           162.9
_____________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                         (164.4)         (133.7)
Proceeds from asset sales                                                      70.4             7.6
Other                                                                          (9.8)          (14.5)
_____________________________________________________________________________________
NET CASH FLOWS FROM INVESTING ACTIVITIES                                     (103.8)         (140.6)
_____________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long-term debt                                                       -            40.5
Repayments of long-term debt                                                 (186.2)          (68.3)
Advances against cash surrender value                                           9.6             9.0
Dividends                                                                      (6.1)           (6.0)
Repayment of loans to ESOP                                                      1.7             2.6
Other                                                                          18.3            (5.0)
_____________________________________________________________________________________
NET CASH FLOWS FROM FINANCING ACTIVITIES                                     (162.7)          (27.2)
_____________________________________________________________________________________
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            $   2.0            (4.9)
_____________________________________________________________________________________


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, 1996, and the results of operations and
      cash flows for the three-month and nine-month periods ended September
      30, 1996 and 1995.  

      Maryland General Corporate Law was amended whereby repurchased stock
      of a corporation constitutes authorized but unissued stock rather than
      treasury stock.  Accordingly, effective January 1, 1994, the par value
      of treasury stock ($.7 million) has been reclassed as a reduction of
      capital stock issued.  The cost of treasury stock in excess of par
      value has been charged to additional paid-in capital ($81.5 million),
      to the extent available, and the balance ($82.2 million) has been
      charged to retained earnings.  All capital stock transactions
      subsequent to January 1, 1994 are reflected as either issuances or
      retirements of capital stock.  This change in the law had no effect
      on total stockholders' equity.  

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>
                                                       Periods Ended             Periods ended
                                                     September 30, 1996        September 30, 1995
                                                      One         Seven        Three        Nine
                                                     Month        Months       Months      Months
_____________________________________________________________________________________

<S>                                                 <C>              <C>        <C>           <C>
REFINING OPERATIONS
Refining Operating Profit (Loss):
  Revenues:
    Refined products*                               $ 41.4           280.4      103.3         294.9
    Other                                                -              .3         .1            .2
_____________________________________________________________________________________
                                                      41.4           280.7      103.4         295.1
_____________________________________________________________________________________
  Cost and expenses:
    Cost of sales*                                    37.3           244.7       92.7         260.3
    Operating expenses                                 3.9            26.6        9.8          29.8
    Depreciation                                        .2             1.1         .5           1.3
    Taxes, other than income                            .1              .9         .8           2.3
_____________________________________________________________________________________
                                                      41.5           273.3      103.8         293.7
_____________________________________________________________________________________
                                                    $  (.1)            7.4        (.4)          1.4
_____________________________________________________________________________________
*Before the elimination of intercompany 
  transfers to the Company's refinery               $  2.9            16.9        6.2          22.4
_____________________________________________________________________________________
</TABLE>

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


3.    For the three months ended September 30, 1996 and 1995, interest costs
      incurred were $10.8 million and $13.4 million, respectively, of which
      $2.5 million and $3.5 million, respectively, were capitalized as part
      of the cost of property, plant and equipment.  For the nine months
      ended September 30, 1996 and 1995, interest costs incurred were $35.2
      million and $41.0 million, respectively, of which $8.8 million and
      $12.1 million, respectively, were capitalized as part of the cost of
      property, plant and equipment.  

4.    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,
      1995.

      Accordingly, the following unaudited summarized consolidated income
      statement information for MaraLou and its consolidated subsidiary,
      CLAM, for the three-month and nine-month periods ended September 30,
      1996 and 1995 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,
                                                       1996         1995          1996       1995
      ________________________________________________________________________________

      <S>                                             <C>             <C>         <C>          <C>
      Gross revenues                                  $16.5           14.0        69.6         59.7
      ________________________________________________________________________________
      Operating profit                                  7.3            2.8        31.6         23.1
      ________________________________________________________________________________
      Net earnings (loss)                             $ 2.2             .6        14.0          8.8
      ________________________________________________________________________________
</TABLE>

6.   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 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 September 30, 1996, and the
related consolidated statements of earnings and cash flows for the three-
month and nine-month periods ended September 30, 1996 and 1995.  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, 1995, 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 2, 1996, 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, 1995, 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 11, 1996


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


                                         REVIEW OF OPERATIONS

     Third quarter operations resulted in pretax earnings of $18.5 million
for the 1996 quarter and $76.8 million for the first nine months.  These
results were up significantly from the pretax earnings of $2.8 million and
$18.0 million for the respective 1995 periods.  The improvement in 1996
net earnings was primarily attributable to higher natural gas prices and
volumes and higher crude oil prices.  The 1996 third quarter and first
nine months also benefitted from a nonrecurring pretax gain of
approximately $2.0 million from the sale of the Company's crude oil
refinery and terminal near Mobile, Alabama.  


                                        OIL AND GAS OPERATIONS

     Revenues from the Company's oil and gas operations for the third
quarter of 1996 were up $21 million from the third quarter of 1995. 
Natural gas revenues were up $20 million as a result of higher prices ($10
million) and deliveries ($10 million).  Even though crude oil volumes were
down, liquids revenues were up $1 million primarily due to higher crude
oil prices.

     In the first nine months of 1996 revenues from the Company's oil and
gas operations were up almost $80 million from the comparable 1995 period. 
An increase in natural gas revenues of $75 million, which resulted from
higher prices ($55 million) and deliveries ($20 million), accounted for
most of the increase.  Liquids revenues were up $4 million as a result of
higher crude oil prices ($18 million), which more than offset the effect
of reduced volumes ($12 million).   

     Crude oil volumes in the third quarter and first nine months of 1996
decreased 7500 and 2900 barrels per day (BPD), respectively, from the
comparable 1995 periods primarily due to  lower North Sea and other
foreign volumes.  The decline in North Sea volumes was attributable to
natural declines and the shutdown of the Tiffany and Toni fields at T-
Block during tie-in of the Thelma field.  Volumes from other foreign
operations were down due to lower volumes at the KAKAP concession offshore
Indonesia and the effect of the 1995 fourth quarter sale of the Company's
Canadian properties.  New wells onstream at south Louisiana properties
contributed significantly to domestic volumes for both 1996 periods. 
However, natural production declines at mature properties partially offset
these production increases. 

     Natural gas deliveries were up 60 million and 44 million cubic feet per
day in the third quarter and first nine months of 1996, respectively,
primarily due to higher domestic volumes.  Domestic deliveries were up due
to new wells onstream, the return to production of wells shut-in for
repairs and maintenance, and the return to production of domestic wells
voluntarily curtailed during the 1995 periods due to low prices.  The
higher domestic deliveries were partially offset by the effects of natural
declines at mature producing properties and wells shut-in during 1996 for
repairs and maintenance.  While North Sea deliveries were down in the 1996 
                                                                        
            

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



third quarter, deliveries were up in the nine month period due to
increased demand.  Other foreign production, reflecting the sale of the
Company's Canadian properties, was down in both 1996 periods.  Also,
contributing to the increases, were higher volumes from the Company's 50%-
owned affiliate, CLAM Petroleum Company.  

     Lease operating and facility expenses were up in both 1996 periods as
higher workover costs, repairs and maintenance costs and facilities
expenses more than offset the reductions in operating costs.  Depletion,
depreciation and amortization (DD&A) was up $2 million and $14 million in
the 1996 third quarter and first nine months, respectively, as a result
of DD&A associated with new wells onstream.  Dry holes and exploratory
charges increased in both 1996 periods due primarily to an increased
exploration effort and higher seismic costs incurred.  General,
administrative and other expenses were down in the first nine months of
1996 due to the Company's continuing efforts to minimize expenses. 
Interest and debt expenses were lower in both periods primarily as a
result of the Company's accelerated debt paydown.  


                                    LIQUIDITY AND CAPITAL RESOURCES

     In the first nine months of 1996, the Company generated approximately
$269 million in cash from operations which, along with the $70 million
proceeds from the sale of the refinery and available cash, was used for
capital projects ($164 million), repayment of long-term debt ($186
million) and dividends ($6 million).

     In 1995, the Company initiated a hedging program designated to minimize
the price risks associated with future natural gas and crude oil
production.  This 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 allow the Company to participate
in market price increases above a set level over the floor price.  At
September 30, 1996, approximately 24 trillion British Thermal Units (BTU)
of domestic gas production for the remainder of 1996 were covered by a
series of transactions designed to set an average floor price of $1.83 per
million BTU and at the same time allow the Company to participate in
natural gas price increases above the floor price and outside of specific
ranges.  The Company's non-participation in price increases above the
floor price was limited to $0.18 per million BTU.  For 1997, approximately
93 trillion BTU of domestic gas production were similarly hedged at an
average floor price of $1.84 per million BTU with the Company's non-
participation in price increases above the floor price limited to $0.17
per million BTU.  For 1998, approximately 34 trillion BTU of domestic gas
production were similarly hedged at an average floor price of $1.76 per
million BTU with the Company's non-participation in price increases above
the floor price limited to $0.20 per million BTU.  While these
transactions have no carrying value, their fair value, represented by the
estimated amount that would be required to terminate the contracts, were 
                                                                        

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


a net cost of $0.9 million for the 1996 hedges, a net benefit of $3.7
million for the 1997 hedges and a net benefit of $1.7 million for the 1998
hedges.  (The Company estimates that its domestic natural gas production
averages approximately 1.07 million BTU for each thousand cubic feet.) 
In addition, approximately 3.6 million barrels of the Company's worldwide
crude oil production for the remainder of 1996 were similarly hedged at
an average floor price of $17.40 per barrel with the Company's non-
participation in price increases above the floor price limited to $1.35
per barrel.  These transactions also do not have carrying values, but
their fair value at September 30, 1996 amounted to a net cost of $2.8
million.  

     On June 28, 1996, the Company amended its $450 million revolving credit
agreement with a syndicate of banks to reduce the banks' commitments to
$350 million, extend the maturity for one year to June 30, 2001, reduce
interest rates and fees and improve other terms and conditions favorable
to the Company.

     Effective July 31, 1996, the Company completed the sale of its crude
oil refinery and terminal near Mobile, Alabama for a pretax gain of
approximately $2 million.  The proceeds from the sale of the refinery and
associated inventories were used to reduce long-term debt by approximately
$70 million.

     The Company expects to fund its 1996 expenditures, including an
increased level of capital and exploration expenditures of approximately
$250 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

     As more fully discussed in Note 14 of "Notes to Consolidated Financial
Statements" in the Company's 1995 Annual Report to Shareholders, the
Company's Board of Directors in 1986 declared a dividend to shareholders
consisting of Capital Stock Purchase Rights ("Rights") issued under the
Shareholder Rights Agreement ("Agreement") to protect shareholders.  At
its regularly scheduled meeting held on May 9, 1996, the Board of
Directors has amended and restated the terms of the Agreement to extend
the expiration date to June 6, 2006, increase the exercise price of Rights
to $175, lower the ownership threshold at which Rights become exercisable
to 20% and eliminate the provision that excluded an all-cash offer made
to shareholders for all outstanding shares.



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,
                                                       1996         1995         1996        1995
_____________________________________________________________________________________

<S>                                                 <C>              <C>        <C>           <C>
Sales to unaffiliated customers:*
  Domestic                                          $ 141.1          169.0      567.3         494.5
  North Sea                                            30.3           33.3      100.4          99.6
  Other foreign                                         5.5           10.1       18.0          20.3
_____________________________________________________________________________________
                                                      176.9          212.4      685.7         614.4
Interest and other income                               2.3            (.4)       7.1           3.8
_____________________________________________________________________________________
  Total revenues                                    $ 179.2          212.0      692.8         618.2
_____________________________________________________________________________________

Earnings (loss) before income taxes:*
  Operating profit (loss):
    Domestic                                           33.0           19.5      113.4          63.9
    North Sea                                           7.2            9.6       29.3          27.0
    Other foreign                                      (4.0)          (4.5)     (11.2)        (12.7)
_____________________________________________________________________________________
                                                       36.2           24.6      131.5          78.2
  Other income (expense), net                         (17.7)         (21.8)     (54.7)        (60.2)
_____________________________________________________________________________________
    Earnings (loss) before income taxes             $  18.5            2.8       76.8          18.0
_____________________________________________________________________________________

Capital expenditures:
  Exploration:
    Domestic                                           36.4           14.4       80.3          37.2
    North Sea                                            .6              -        1.4            .4 
    Other foreign                                       7.7            5.0       14.1          13.2
_____________________________________________________________________________________
                                                       44.7           19.4       95.8          50.8
_____________________________________________________________________________________

  Development:
    Domestic                                           13.1           16.3       44.2          44.7
    North Sea                                           3.6            2.8       13.9           9.9
    Other foreign                                       2.1            2.3        6.9           9.3
_____________________________________________________________________________________
                                                       18.8           21.4       65.0          63.9
_____________________________________________________________________________________
                                                       63.5           40.8      160.8         114.7
  Capitalized interest                                  2.5            3.5        8.8          12.1
  Other                                                 1.0            1.9        2.4           5.9
_____________________________________________________________________________________
                                                    $  67.0           46.2      172.0         132.7
_____________________________________________________________________________________

* Includes refinery sales and operating profit through July 31, 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,
                                                      1996         1995         1996         1995
_____________________________________________________________________________________

<S>                                                 <C>             <C>         <C>           <C>
OIL AND GAS OPERATIONS1
CRUDE AND CONDENSATE2
Production (thousands of barrels per day):
  Domestic                                            21.3           20.1       21.0           20.8
  North Sea                                           13.7           18.3       15.4           17.2
  Other foreign                                        3.4            7.4        3.7            4.9
_____________________________________________________________________________________
                                                      38.4           45.8       40.1           42.9
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                          $20.87          17.47      19.76          18.16
  North Sea                                          19.54          16.52      18.84          17.31
  Other foreign                                      17.93          14.87      17.66          14.90
  Consolidated                                       20.14          16.67      19.21          17.45
_____________________________________________________________________________________
PLANT PRODUCTS
Production (thousands of barrels per day):
  Domestic                                             2.6            2.6        2.2            2.9
  North Sea                                             .8            1.1         .9            1.0
_____________________________________________________________________________________
                                                       3.4            3.7        3.1            3.9
_____________________________________________________________________________________
Average price received (per barrel):
  Domestic                                          $12.49          11.58      12.46          11.43
  North Sea                                          14.21          11.83      15.03          13.37
  Consolidated                                       12.90          11.66      13.20          11.92
_____________________________________________________________________________________
NATURAL GAS
Production (millions of cubic feet per day):
  Domestic                                           289.4          229.5      272.3          237.0
  North Sea                                           24.1           27.1       30.1           25.1
  Other foreign                                          -             .9          -            1.8
  CLAM Petroleum Company                              30.6           26.1       44.9           39.7
_____________________________________________________________________________________
                                                     344.1          283.6      347.3          303.6
_____________________________________________________________________________________
Average price received (per MCF):
  Domestic                                          $ 2.12           1.78       2.39           1.65
  North Sea                                           2.10           1.74       2.17           2.14
  Other foreign                                          -           0.74          -            .68
  CLAM Petroleum Company                              2.93           2.72       2.79           2.64
  Consolidated                                        2.19           1.86       2.42           1.81
_____________________________________________________________________________________

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,
                                                      1996          1995         1996        1995
_____________________________________________________________________________________

<S>                                                 <C>              <C>        <C>           <C>
GROSS WELLS DRILLED
Working Interest
Exploratory:
  Oil                                                    2               4          4             5
  Gas                                                    2               -          7             8
  Dry                                                    6               3         13             7
_____________________________________________________________________________________
                                                        10               7         24            20
_____________________________________________________________________________________
Development:
  Oil                                                    5               7         15            14
  Gas                                                    4               2          7             4
  Dry                                                    -               -          -             -
_____________________________________________________________________________________
                                                         9               9         22            18
_____________________________________________________________________________________
Total working interest                                  19              16         46            38
Royalty Interest                                         4               9         11            20
_____________________________________________________________________________________
Total wells                                             23              25         57            58
_____________________________________________________________________________________
NET WELLS DRILLED
Exploratory:
  Oil                                                  1.3             1.4        2.0           1.8
  Gas                                                  1.5               -        3.6           3.6
  Dry                                                  1.7             1.3        4.2           2.7
_____________________________________________________________________________________
                                                       4.5             2.7        9.8           8.1
_____________________________________________________________________________________
Development:
  Oil                                                   .6             1.3        1.7           2.2
  Gas                                                   .9              .7        2.4           1.2
  Dry                                                    -               -          -             -
_____________________________________________________________________________________
                                                       1.5             2.0        4.1           3.4
_____________________________________________________________________________________
Total net wells                                        6.0             4.7       13.9          11.5
_____________________________________________________________________________________
</TABLE>
<PAGE>
<PAGE>


                                     PART II.  OTHER INFORMATION



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

     (a)    Exhibits:

            Exhibit 27  -        Financial Data Schedule

     (b)    Reports on Form 8-K:

            NONE


                                             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/ Jerry D. Carlisle
                                 ___________________________________________
                                        JERRY D. CARLISLE
                                        VICE PRESIDENT AND CONTROLLER
                                        (PRINCIPAL ACCOUNTING OFFICER)


Dated:  November 12, 1996