EXHIBIT 10.14

                                   AMENDMENT
                                       TO
                         1993 BURLINGTON RESOURCES INC.
                              STOCK INCENTIVE PLAN

         The 1993 Burlington Resources Inc. Stock Incentive Plan (the "Plan") is
hereby amended in the following respects:

                  1.       The last sentence of Section 9.2 of the Plan is
amended to read in its entirety as follows:

         "If the Plan Administrator determines that any shares of Restricted
         Stock granted or to be granted under the Plan will be represented by
         the issuance of certificates, the Plan Administrator may require, under
         such terms and conditions as it deems appropriate or desirable, that
         the certificates for such Restricted Stock may be held in custody by a
         bank or other institution, or that the Company may itself hold such
         shares in custody until the Restriction Period (as defined in Section
         9.3) expires or until restrictions thereon otherwise lapse, and may
         require, as a condition of any receipt of Restricted Stock, that the
         Participant shall have delivered a stock power endorsed in blank
         relating to the shares of Restricted Stock."

                  2.       Section 9.8 of the Plan is amended to read in its
entirety as follows:

         "9.8 The Plan Administrator shall in its discretion determine whether
         any shares of Restricted Stock granted or to be granted under the Plan
         will be represented by the issuance of a certificate for such shares
         registered in the name of the Participant (subject to Section 9.2) or
         will be represented by a book entry reflecting the grant to the
         Participant."

                  3.       The first sentence of Section 11.2 of the Plan is
amended to read in its entirety as follows:

         "All certificates for shares issued in respect of Restricted Stock
         awards or in respect of the exercise of Stock Purchase Rights shall be
         subject to such stop-transfer orders and other restrictions as the Plan
         Administrator may deem advisable under the rules, regulations and other
         requirements of the Securities and Exchange Commission, any stock
         exchange upon which Common Stock is then listed and any applicable
         federal or state securities laws, and the Plan Administrator may cause
         a legend or legends to be placed on any such certificates to make
         appropriate reference to such restrictions."

                  Adopted by the Compensation Committee of the Board of
Directors of Burlington Resources Inc. on December 17, 2003.