UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                 Commission File Number:  1-9971

                            BURLINGTON RESOURCES INC.
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             (Exact name of registrant as specified in its charter)

               717 Texas Avenue, Suite 2100, Houston, Texas 77002
                                 (713) 624-9000
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                     Common Stock, par value $0.01 per share
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            (Title of each class of securities covered by this Form)

                                      None
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   (Titles of all other classes of securities for which a duty to file reports
                     under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:

  Rule 12g-4(a)(l)(i)         [X]            Rule 12h-3(b)(l)(i)           [X]
  Rule 12g-4(a)(l)(ii)        [ ]            Rule 12h-3(b)(1)(ii)          [ ]
  Rule 12g-4(a)(2)(i)         [ ]            Rule 12h-3(b)(2)(i)           [ ]
  Rule 12g-4(a)(2)(ii)        [ ]            Rule 12h-3(b)(2)(ii)          [ ]
                                             Rule 15d-6                    [ ]

Approximate number of holders of record as of the certification or notice date:

                        Common Stock: 1 holder of record







         Pursuant to the requirements of the Securities Exchange Act of 1934,
Burlington Resources Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.


Date: March 31, 2006

                                        BURLINGTON RESOURCES INC.

                                        By:      /s/ Wayne C. Byers
                                           -------------------------------------
                                        Name:    Wayne C. Byers
                                        Title:   Vice President and Assistant
                                                 Secretary