UNITED STATES
                              WASHINGTON, D.C.

                          SCHEDULE 14A INFORMATION

                   EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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                         BURLINGTON RESOURCES INC.
              (Name of Registrant as Specified in its Charter)

  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On December 12, 2005, the following message was sent to employees on behalf
of Mr. Bobby Shackouls, Chairman of the Board, President and Chief
Executive Officer of Burlington Resources Inc.:

It is with a great sense of pride in the accomplishments of our company and
the people who built it that I am announcing that Burlington Resources has
received an unsolicited offer from ConocoPhillips, Inc. to acquire our
company. Our board of directors voted unanimously today to accept that

The offer consists of a combination of cash and ConocoPhillips stock and
equates to a value of $92 per share on the basis of Friday's closing stock
price before news of the transaction entered the market. This represents a
21 percent premium over our closing price on Friday and a 28 percent
premium over our average closing price over the last 30 trading days. We
anticipate that the merger will close in the second quarter of 2006. The
details were announced externally in a joint press release this evening.

While I deliver this message with great pride, clearly this is a
bittersweet moment for all of us. Together, we have created a highly
successful company whose approach to a very competitive business has been
widely recognized and emulated. This merger is, in my view, evidence of our
superior performance in delivering on our business model and creating
shareholder value. It is this success that has made us an attractive merger

You should take tremendous pride in the fact that we created nearly $27
billion of incremental shareholder value in the seven years since we
embarked on our growth-and-returns model. That value creation translates
into compounded growth of about 24 percent annually during that timeframe.
Admittedly, our results have been favorably impacted by higher commodity
prices. However, it is very clear that the flawless execution of our
business model was indeed an important contributing factor.

Burlington's management has long held the view that the imperatives driving
our industry toward consolidation are growing relentlessly - among them a
more positive outlook for commodity prices, the challenges faced by the
entire industry in achieving growth and the enthusiasm for the kinds of
assets that are core to Burlington.

Given these realities, we could not be partnered with a better company.
ConocoPhillips has an outstanding record of delivering shareholder value
and growth, and is already a major operator in many of our core areas. They
have made it clear that our high-quality assets as well as our enviable
ability to apply our Basin Excellence model were key drivers behind their
interest in our company.

For our part, Burlington stakeholders can now look forward to having access
to the diverse, innovative and impactful activities that characterize
ConocoPhillips' operations throughout the world. The combined company's
upstream operations in Canada and the lower-48 states will be best in
class. Our stakeholders will now have exposure to the kind of high-impact
international projects we have long sought. And finally, they will enjoy
the benefits of a world-class refining and marketing business.

As indicated in the merger announcement, Randy Limbacher, our executive
vice president and chief operating officer, will assume a very senior role
in ConocoPhillips as executive vice president of the Americas. Randy has
also agreed to head the Burlington side of an integration team that will
begin working immediately on transition issues for the combined entity.

Tomorrow, Tuesday morning at 7:30 a.m. Central time, Burlington and
ConocoPhillips will host an analyst presentation in New York that will be
webcast to conference rooms in key Burlington offices. This webcast will
also be available for replay later on the BR intranet. In addition, at 10
a.m. Central time Randy Limbacher will host a second webcast for Burlington
employees, which can also be heard in the same conference rooms. During
this webcast he will provide information on an off-site question-and-answer
session that will be held in Houston immediately afterward. Sessions at
other BR offices will take place over the next few days. Your local Human
Resources representatives will send you further information on the
locations of conference rooms used in the webcasts, and the timing and
location of the local meetings.

Many of you are undoubtedly surprised and disappointed that Burlington will
not continue as an independent company. I share that disappointment because
I have come to know and admire so many of you. I will no longer have the
privilege of working with you on a daily basis. However, I will be serving
as a director for the combined company and I look forward to observing your
continued success from that perspective.

Many of us who have been around this industry for a while have experienced
transactions like this one during our careers. And I also know that they
can cause a great deal of apprehension about the future. Please let me
assure you that we are moving quickly to address your questions and provide
important information.

Since this transaction is not expected to close for several months,
Burlington will remain an independent entity until closing. In fact, our
board of directors on Saturday approved a $3.2 billion capital budget for
2006. And as all of you know, winter is a particularly busy time for our
company and industry. I look forward to working with you as we continue
executing on our business plan, remaining diligent on our safety programs
and creating shareholder value in the interim.

Again, I want to thank all of you for what you have contributed to our
company and to its wonderful legacy.

-- Bobby Shackouls


     Except for the historical and factual information contained herein,
the matters set forth in this filing, including statements as to the
expected benefits of the acquisition such as efficiencies, cost savings,
market profile and financial strength, and the competitive ability and
position of the combined company, and other statements identified by words
such as "estimates, "expects," "projects," "plans," and similar expressions
are forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially, including required approvals by
Burlington Resources shareholders and regulatory agencies, the possibility
that the anticipated benefits from the acquisition cannot be fully
realized, the possibility that costs or difficulties related to the
integration of Burlington Resources operations into ConocoPhillips will be
greater than expected, the impact of competition and other risk factors
relating to our industry as detailed from time to time in each of
ConocoPhillips' and Burlington Resources' reports filed with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates. Burlington Resources Inc.
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or

                           ADDITIONAL INFORMATION

     In connection with the proposed transaction, ConocoPhillips will file
a Form S-4, Burlington Resources will file a proxy statement and both
companies will file other relevant documents concerning the proposed merger
transaction with the Securities and Exchange Commission (SEC). INVESTORS
obtain a free copy of the Form S-4 and the proxy statement (when available)
and the other documents free of charge at the website maintained by the SEC
at www.sec.gov.

     ConocoPhillips, Burlington Resources and their respective directors
and executive officers may be deemed to be participants in the solicitation
of proxies from Burlington Resources' stockholders in connection with the
merger. Information about the directors and executive officers of
ConocoPhillips and their ownership of ConocoPhillips stock will be set
forth in the proxy statement for ConocoPhillips' 2006 Annual Meeting of
Stockholders. Information about the directors and executive officers of
Burlington Resources and their ownership of Burlington Resources stock is
set forth in Burlington Resources' proxy statement for its 2005 annual
meeting, which was filed with the SEC on March 10, 2005. Investors may
obtain additional information regarding the interests of such participants
by reading the Form S-4 and proxy statement for the merger when they become

     Investors should read the Form S-4 and proxy statement carefully when
they become available before making any voting or investment decision.