CONFORMED COPY

                        SECOND AMENDMENT AND RESTATEMENT


                    AGREEMENT dated as of March 31, 2000 (this "Second Amendment
                    and Restatement" or this "Amendment") in respect of the
                    LONG-TERM REVOLVING CREDIT AGREEMENT dated as of February
                    25, 1998 and amended and restated pursuant to the Amendment
                    and Restatement Agreement dated as of February 23, 1999 (the
                    "Credit Agreement"), among BURLINGTON RESOURCES INC., a
                    Delaware corporation (the "Borrower"), the financial
                    institutions (the "Lenders") listed on the signature pages
                    thereof, Citibank, N.A., as syndication agent for the
                    Lenders, Chase Bank of Texas, N.A. ("Chase" and, in its
                    capacity as administrative agent for the Lenders, the
                    "Administrative Agent"), The Chase Manhattan Bank as auction
                    administrative agent for the Lenders (in such capacity, the
                    "Auction Administrative Agent") and Bank of America, N.A.
                    and Fleet National Bank, as co-documentation agents for the
                    Lenders.

     The Borrower has advised the Lenders that (i) the Short-Term Revolving
Credit Agreement is being amended and restated to, among other things, extend
the Stated Termination Date thereof an additional 364 days (the "Second
Short-Term Amendment and Restatement") and (ii) a new short-term revolving
credit facility in the amount of C$500,000,000 is being obtained for Burlington
Resources Canada Energy Limited, its Canadian subsidiary, and has requested in
connection therewith that the Credit Agreement be amended and restated as set
forth in Section 1 below and the parties hereto are willing so to amend the
Credit Agreement. Each capitalized term used but not defined herein has the
meaning assigned thereto in the Credit Agreement.

     In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:

     SECTION 1. Amendment and Restatement. Upon the effectiveness of this Second
Amendment and Restatement as provided in Section 3 below, the Credit Agreement
shall be amended and restated in the form resulting from the following
revisions:

          (a) Addition of Definition of Canadian Revolving Credit Agreement.
     Section 1.01 of the Credit Agreement is hereby amended by inserting the
     following definition immediately prior to the definition of
     "Capitalization":

               "Canadian Revolving Credit Agreement" means the Short-Term
          Revolving Credit Agreement dated as of March 31, 2000, among
          Burlington Resources Canada Energy Ltd., as the borrower, Burlington
          Resources Inc., as parent, the financial institutions party thereto,
          Royal Bank of Canada, as administrative agent and co-arranger for such
          financial institutions, The Chase Manhattan Bank of Canada, as
          syndication agent and lead arranger for such financial institutions,
          and The Bank of Nova Scotia, as documentation agent and co-arranger
          for such financial institutions.

          (b) Amendment of Definition of Effective Date. The definition of
     "Effective Date" in Section 1.01 of the Credit Agreement is hereby amended
     by deleting the reference to "February 23, 1999" and replacing it with the
     date "March 31, 2000".


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          (c) Extension of Stated Termination Date and Replacement of Lenders.
     Section 2.21(d) and Section 2.22 of the Credit Agreement are hereby amended
     by adding the phrase "or the Canadian Revolving Credit Agreement, as the
     case may be" immediately following each reference to the Short-Term
     Revolving Credit Agreement in each such Section.

          (d) Modification of Debt to Capitalization Test. Paragraph (1) of
     Section 5.02(b) of the Credit Agreement is hereby amended by (i) inserting
     the phrase "or the Canadian Revolving Credit Agreement" immediately prior
     to the phrase "or any replacement therefor" and (ii) inserting the phrase
     "the sum of the unused commitments under the Canadian Revolving Credit
     Agreement and" immediately following the phrase "shall not exceed" in such
     paragraph.

          (e) Amendment of Negative Covenant with respect to Mergers. Section
     5.02(d) of the Credit Agreement is hereby deleted in its entirety and
     replaced with the following:

          "(d) Mergers, Etc. Merge, amalgamate or consolidate with any Person,
          or permit any Material Subsidiary to merge, amalgamate or consolidate
          with any Person, except that (i) any Subsidiary may merge, amalgamate
          or consolidate with (or liquidate into) any other Subsidiary or may
          merge, amalgamate or consolidate with (or liquidate into) the
          Borrower, provided that (A) if such Subsidiary merges, amalgamates or
          consolidates with (or liquidates into) the Borrower, either the
          survivor or successor is the Borrower or such successor or surviving
          Business Entity is organized and existing under the laws of the United
          States and expressly assumes the obligations of the Borrower hereunder
          and under the Notes, (B) if any such Subsidiary merges, amalgamates or
          consolidates with (or liquidates into) any other Subsidiary of the
          Borrower, one or more Business Entities that are Subsidiaries of the
          Borrower are the surviving or successor Business Entity(ies) and, if
          such Subsidiary is not directly or indirectly wholly-owned by the
          Borrower, such merger, amalgamation or consolidation is on an arm's
          length basis and (C) as a result of such merger, amalgamation or
          consolidation, no Event of Default, and no event which with lapse of
          time or the giving of notice, or both, would constitute an Event of
          Default shall have occurred and be continuing, and (ii) the Borrower
          or any Material Subsidiary may merge, amalgamate or consolidate with
          any other Business Entity (that is, in addition to the Borrower or any
          other Subsidiary), provided that (A) if the Borrower merges,
          amalgamates or consolidates with any such other Business Entity(ies),
          the survivor or successor Business Entity is the Borrower, (B) if any
          Material Subsidiary merges, amalgamates or consolidates with any such
          other Business Entity, each surviving or successor Business Entity is
          a directly or indirectly wholly-owned Subsidiary, and (C) if either
          the Borrower or any Material Subsidiary merges, amalgamates or
          consolidates with any such other Business Entity, after giving effect
          to such merger, amalgamation or consolidation no Event of Default, and
          no event which with lapse of time or the giving of notice, or both,
          would constitute an Event of Default, shall have occurred and be
          continuing."

          (f) Cross Default to Canadian Revolving Credit Agreement. Section
     6.01(k) of the Credit Agreement is hereby amended by inserting the phrase
     "or the Canadian Revolving Credit Agreement" immediately following the
     reference to the Short-Term Revolving Credit Agreement in such Section.

          (g) Conforming References. All references in the Credit Agreement and
     the Exhibits to agents, to the Credit Agreement and to the Short-Term
     Revolving Credit Agreement


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     shall be conformed to reflect this Second Amendment and Restatement, the
     Second Short-Term Amendment and Restatement and the Canadian Revolving
     Credit Agreement.

     SECTION 2. Representations and Warranties. The Borrower represents and
warrants as of the effective date of this Second Amendment and Restatement to
each of the Lenders that:

          (a) Immediately before and immediately after giving effect to this
     Second Amendment and Restatement, the representations and warranties set
     forth in the Credit Agreement are true and correct in all material respects
     with the same effect as if made on the effective date hereof, except to the
     extent such representations and warranties expressly relate to an earlier
     date.

          (b) Immediately before and immediately after giving effect to this
     Second Amendment and Restatement, no Event of Default or Default has
     occurred and is continuing.

     SECTION 3. Conditions to Effectiveness. This Second Amendment and
Restatement shall become effective as of the date hereof when Chase shall have
(a) received counterparts of this Second Amendment and Restatement that, when
taken together, bear the signatures of the Borrower, the Administrative Agent,
Chase and the Majority Lenders, and (b) been advised by the Borrower that the
Second Short-Term Amendment and Restatement and the Canadian Revolving Credit
Agreement have become effective.

     SECTION 4. Agreement. Except as specifically stated herein, the provisions
of the Credit Agreement are and shall remain in full force and effect. As used
therein, the terms "Credit Agreement", "herein", "hereunder", "hereinafter",
"hereto", "hereof" and words of similar import shall, unless the context
otherwise requires, refer to the Credit Agreement as amended hereby.

     SECTION 5. Applicable Law. THIS SECOND AMENDMENT AND RESTATEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     SECTION 6. Counterparts. This Second Amendment and Restatement may be
executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract.

     SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative
Agent for all out-of-pocket expenses incurred by it in connection with this
Second Amendment and Restatement, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first written above.

                              BURLINGTON RESOURCES INC.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              CHASE BANK OF TEXAS, N.A., as Administrative Agent


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              CITIBANK, N.A., as Syndication Agent


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION, as Documentation Agent


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              FLEET NATIONAL BANK, as Documentation Agent


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:




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                                      -5-


                                   The Lenders








                              CHASE BANK OF TEXAS, N.A.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              CITIBANK, N.A.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              BANK OF BOSTON, N.A.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:



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                                      -6-


                              MELLON BANK, N.A.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              WELLS FARGO BANK


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              THE BANK OF NEW YORK


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              THE BANK OF TOKYO-MITSUBISHI, LTD.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              THE NORTHERN TRUST COMPANY


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                              WACHOVIA BANK, N.A.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title:



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                                      -7-


                              NATIONSBANK, N.A.


                              By:
                                    --------------------------------------------
                                    Name:
                                    Title: