CERTIFICATE OF TRUST OF BURLINGTON RESOURCES CAPITAL II


     THIS Certificate of Trust of Burlington Resources Capital II (the "Trust")
is being duly executed and filed by Chase Bank of Texas, National Association, a
national banking association, Chase Manhattan Bank Delaware, a Delaware banking
corporation, and John E. Hagale, an individual, as trustees, to form a business
trust under the Delaware Business Trust Act (12 Del. C. ss.3801 et seq.).

     1. Name. The name of the business trust formed hereby is Burlington
Resources Capital II.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are Chase Manhattan Bank Delaware, 1201 Market
Street, Wilmington, Delaware 19801.

     3. Effective Date. This Certificate of Trust shall be effective upon
filing.

     IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust, have executed this Certificate.

                                CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
                               
                                By:    /s/ Nancy J. Pugsley
                                     -----------------------------------
                                       Name:   Nancy J. Pugsley
                                       Title:  Vice President and
                                                 Financial Officer

                                CHASE MANHATTAN BANK DELAWARE

                                By:    /s/ Denis Kelly
                                     -----------------------------------
                                       Name:   Denis Kelly
                                       Title:  Trust Officer

                                /s/ John E. Hagale
                                -----------------------------------
                                Name:  John E. Hagale