SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
THE LOUISIANA LAND AND EXPLORATION COMPANY
(Exact name of issuer as specified in its charter)
Maryland 72-0244700
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
909 Poydras Street
New Orleans, Louisiana 70160
(504) 566-6500
(Address of Principal Executive Offices)
_________________
The Louisiana Land and Exploration Company
1995 Stock Option Plan for Non-Employee Directors
(Full title of the plan)
________________
Frederick J. Plaeger, II, Esq.
Vice President, General Counsel and Corporate Secretary
The Louisiana Land and Exploration Company
909 Poydras Street
New Orleans, Louisiana 70160
(504) 566-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________
Copy to:
John Schuster, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
________________
Approximate date of proposed sale to public: From time to time after the
effective date of this Registration Statement.
(Cover page continued on next page)
_______________________________
CALCULATION OF REGISTRATION FEE
_______________________________
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
- ------------------- ------------ -------------- -------------- ------------
Capital Stock, par 150,000 $36.9375 (1) $5,540,625 (1) $1,911
value $.15 per share (2) ___
(1) Estimated solely for the purpose of calculating the registration fee, computed
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices of a share of the regis-
trant's Capital Stock as reported in the New York Stock Exchange - Composite
Transactions System on September 22, 1995.
(2) Includes Capital Stock Purchase Rights issuable under the registrant's Rights
Plan. Since no separate consideration is paid for the Rights, the registration
fee is included in the fee for Capital Stock.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in
the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of
Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by The Loui-
siana Land and Exploration Company (the "Company") with the
Securities and Exchange Commission (the "Commission") and are
hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995;
(c) The Company's Current Report on Form 8-K dated
January 27, 1995; and
(d) The section entitled "Description of Capital
Stock" contained in the Company's Registration Statement
on Form S-3 (File No. 33-50161).
All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") prior to the filing of a post-effective amend-
ment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold,
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shall be deemed to be incorporated by reference in this Regis-
tration Statement and to be a part hereof from the date of fil-
ing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement con-
tained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modi-
fied or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered hereby is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Kenneth W. Orce, a Director and stockholder of the
Company who is eligible to participate in The Louisiana Land
and Exploration Company 1995 Stock Option Plan for Non-Employee
Directors, is a partner of the law firm Cahill Gordon &
Reindel, which firm has given an opinion upon the validity of
the securities being registered hereunder and has provided and
continues to provide legal services to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Article entitled "Corporations and Associa-
tions" of the Annotated Code of the State of Maryland, Sec-
tion 2-418, the Company is empowered to indemnify directors,
officers, agents and employees, to purchase and maintain lia-
bility insurance on behalf of such persons and to create other
and further rights of indemnification by by-law or otherwise.
The present indemnification provisions (Article VII, Section 6)
of the Company's by-laws expressly provide indemnification for
officers and directors of the Company and its subsidiary com-
panies. The indemnification provisions apply to both civil and
criminal actions and permit indemnification against expenses
(including attorneys' fees), judgments, fines, costs and
amounts paid in settlement actually and reasonably incurred if
the director or officer acted in good faith and in a manner
such director or officer reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect
to criminal proceedings, if such director or officer had no
reason to believe his or her conduct was unlawful.
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The directors and officers of the Company and its
subsidiaries are insured (subject to certain exceptions and
deductions) against liabilities which they may incur in their
capacity as such, including liabilities under the Securities
Act, under liability insurance policies carried by the Company.
The policies cover a one-year period ending June 1, 1996, and
the Company expects to be able to renew such policies for addi-
tional one-year periods on comparable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
Exhibit No. Description
5 Opinion of Cahill Gordon & Reindel as to
the legality of the Capital Stock being
registered
15 Letter of KPMG Peat Marwick LLP re: Unau-
dited interim financial information
23.1 Consent of Cahill Gordon & Reindel
(included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers of
sales are being made, if applicable, a post-effective
amendment to this Registration Statement: (a) to include
any prospectus required by Section 10(a)(3) of the Securi-
ties Act of 1933; (b) to reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggre-
gate, represent a fundamental change in the information
set forth in the Registration Statement; and (c) to
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include any material information with respect to the plan
of distribution not previously disclosed in the Registra-
tion Statement or any material change to such information
in the Registration Statement; provided, however that
clauses (1)(a) and 1(b) shall not apply if the information
required to be included therein is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration
Statement;
(2) that, for the purpose of determining any lia-
bility under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registra-
tion statement relating to the securities offered therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pur-
suant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Com-
mission such indemnification is against public policy as
expressed in the Securities Act of 1933, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the regis-
trant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such direc-
tor, officer or controlling person in connection with the secu-
rities being registered, the registrant will, unless in the
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opinion of its counsel the matter has been settled by control-
ling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against pub-
lic policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of New Orleans, State of Louisiana on the
26th day of September, 1995.
THE LOUISIANA LAND AND EXPLORATION COMPANY
By: /s/ Frederick J. Plaeger, II
Frederick J. Plaeger, II
Vice President, General Counsel
and Corporate Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the fol-
lowing persons in the capacities and on the dates indicated.
Signature Capacity in Which Signed Date
___________*____________ Chairman of the Board, September 26, 1995
H. Leighton Steward President, Chief Executive
Officer and Director
(Principal Executive Officer)
* Senior Vice President and September 26, 1995
Louis A. Raspino, Jr. Chief Financial Officer
(Principal Financial Officer)
___________*____________ Vice President and Controller September 26, 1995
Jerry D. Carlisle (Principal Accounting Officer)
___________*____________ Director September 26, 1995
Richard A. Bachmann
___________*____________ Director September 26, 1995
John F. Greene
___________*____________ Director September 26, 1995
Robert E. Howson
___________*____________ Director September 26, 1995
Eamon M. Kelly
___________*____________ Director September 26, 1995
Kenneth W. Orce
___________*____________ Director September 26, 1995
Victor A. Rice
___________*____________ Director September 26, 1995
Orin R. Smith
___________*____________ Director September 26, 1995
Arthur R. Taylor
___________*____________ Director September 26, 1995
W.R. Timken, Jr.
___________*____________ Director September 26, 1995
Carlisle A.H. Trost
/s/ Frederick J. Plaeger, II
Frederick J. Plaeger, II
Vice President, General Counsel
and Corporate Secretary
(As Attorney-in-fact for each
of the persons indicated)*
Exhibit Index
Exhibit No. Description
5 Opinion of Cahill Gordon & Reindel as to
the legality of the Capital Stock being
registered
15 Letter of KPMG Peat Marwick LLP re: Unau-
dited interim financial information
23.1 Consent of Cahill Gordon & Reindel
(included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney