SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 10, 1996
THE LOUISIANA LAND AND EXPLORATION COMPANY
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(Exact name of registrant as specified in its charter)
MARYLAND 1-959 72-0244700
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
909 Poydras Street
New Orleans, Louisiana 70112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 504-566-6500
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Item 5. Other Events
(a) Issuance of Capital Stock Purchase Rights
On May 9, 1996, the Board of Directors of THE LOUISIANA LAND
AND EXPLORATION COMPANY (the "Company") approved a number of amendments to
and restated the Rights Agreement, dated as of May 25, 1986, (the "Rights
Agreement") between the Company and First Chicago Trust Company of New
York, as successor Rights Agent.
The form of Rights Agreement between the Company and First
Chicago Trust Company of New York specifying the terms of the Rights, and
the press release is attached hereto as an exhibit and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
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4 Form of Amended and Restated Rights
Agreement dated as of May 9, 1996
between the Company and First Chicago
Trust Company of New York, as Rights
Agent.
99.1 Press Release dated May 9, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to a report to be
signed on its behalf by the undersigned thereunto duly authorized.
THE LOUISIANA LAND AND
EXPLORATION COMPANY
Date: May 10, 1996 By: /s/ Frederick J. Plaeger, II
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Name: Frederick J. Plaeger, II
Title: Vice President, General
Counsel and Corporate
Secretary
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EXHIBIT INDEX
Number Description Page
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4 Form of Amended and Restated Rights
Agreement dated as of May 9, 1996 between
the Company and First Chicago Trust
Company of New York, as Rights Agent.
99.1 Press Release dated May 9, 1996.
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