Burlington Resources Inc.
                                    Amendment

                                                                January 17, 2000


     The undersigned institution, under the Short-Term Revolving Credit
Agreement dated as of February 25, 1998, as amended and restated as of February
23, 1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among BURLINGTON RESOURCES INC., a Delaware corporation
(the "Borrower"), the financial institutions (the "Lenders") listed on the
signature pages thereof, Chase Bank of Texas, N.A., as administrative agent (in
such capacity, the "Administrative Agent") for the Lenders thereunder, The Chase
Manhattan Bank as auction administrative agent for the Lenders (in such
capacity, the "Auction Administrative Agent"), Citibank, N.A., as syndication
agent for the Lenders (in such capacity, the "Syndication Agent"), and Bank of
America, N.A. (f/k/a Bank of America National Trust and Savings Association) and
BankBoston, N.A., as documentation agents for the Lenders (in such capacity,
individually, a "Documentation Agent" and, collectively, the "Documentation
Agents"), hereby agrees to the Extension and the amendment of the term "Stated
Termination Date" described in the Memorandum for Bank Group dated January 6,
2000.



BURLINGTON RESOURCES INC.


         by /S/ SUZANNE V. BAER
            ----------------------
            Name:  Suzanne V. Baer
            Title:  Vice President and Treasurer


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              MEMORANDUM FOR BANK GROUP


To:      Burlington Resources Lenders

From:    Chase Securities Inc.

Re:      Burlington Resources Inc. Short-Term Revolving Credit Agreement

Date:    January 6, 2000

     Reference is made to the Short-Term Revolving Credit Agreement dated as of
February 25, 1998, as amended and restated as of February 23, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among BURLINGTON RESOURCES INC., a Delaware corporation (the "Borrower"), the
financial institutions (the "Lenders") listed on the signature pages thereof,
Chase Bank of Texas, N.A., as administrative agent (in such capacity, the
"Administrative Agent") for the Lenders thereunder, The Chase Manhattan Bank, as
auction administrative agent for the Lenders (in such capacity, the "Auction
Administrative Agent"), Citibank, N.A., as syndication agent for the Lenders (in
such capacity, the "Syndication Agent"), and Bank of America, N.A. (f/k/a Bank
of America National Trust and Savings Association) and BankBoston, N.A., as
documentation agents for the Lenders (in such capacity, individually, a
"Documentation Agent" and, collectively, the "Documentation Agents").
Capitalized terms used but not defined herein have the meanings given in the
Credit Agreement.

     The Borrower is seeking the Lenders' approval to extend the Stated
Termination Date from February 21, 2000 to March 31, 2000 (the "Extension") in
order to allow the Borrower to provide consolidated financials that include the
operations of Poco Petroleums, Ltd. ("Poco"), an acquisition that was completed
by the Borrower on November 18, 1999. Concurrent with the extension of the
Borrower's US credit facilities, the Borrower plans to refinance Poco's existing
Canadian credit facilities.

     Chase supports the Borrower's request for the Extension.

     To indicate your agreement to the Extension, please make four (4)
photocopies of the amendment and return one of the executed pages to the
attention of Chiann Bao by telecopy at 212-474-3700 and send the four originally
executed pages to the attention of Chiann Bao at Cravath, Swaine & Moore.
Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019-7475. Effective upon
receipt of signature pages from each Lender, the Borrower, the Administrative
Agent and the Documentation Agents, the definition of "Stated Termination Date"
in the Credit Agreement will be amended to read in its entirety as follows:


<PAGE>

         "Stated Termination Date" means March 31, 2000, or such later date as
         shall be determined pursuant to the provisions of Section 2.21 with
         respect to non-Objecting Lenders, provided that if such date is not a
         Business Day, the Stated Termination Date shall be the next preceding
         Business Day."

The Borrower has requested that the foregoing amendment become effective by noon
on Monday, January 17, 2000, and your cooperation in meeting this schedule will
be appreciated.

     If you have any questions, please feel free to call Suzanne V. Baer
(713/624-9337) at Burlington Resources, or Russ Johnson (713/216-5617), Lee
Beckelman (713/216-3558) or Ann Baumgartner (713/216-7582) at Chase. Thank you.