2003 Audit Charter: BR

BURLINGTON RESOURCES INC.

AUDIT COMMITTEE CHARTER

ORGANIZATION

The Board of Directors shall designate annually an Audit Committee
comprised of three or more Directors, who may be removed by the Board of
Directors in its discretion. The members of the Audit Committee shall be
"independent" as determined in accordance with the laws, rules and regulations
of the New York Stock Exchange, financially literate (or must become financially
literate within a reasonable period of time after his or her appointment to the
Audit Committee), at least one shall have accounting or related financial
management expertise and shall otherwise comply with and satisfy the
requirements of the New York Stock Exchange, the securities laws and all other
applicable laws, rules and regulations. The Audit Committee shall report
regularly to the Board of Directors.

A Chairman of the Audit Committee shall be elected annually by the Board of
Directors.

PURPOSE

The primary purpose of the Audit Committee is to assist the Board of
Directors' oversight of (1) the integrity of the Company's financial statements,
(2) the independent auditor's qualifications, independence and performance, (3)
the performance of the Company's internal audit function, and (4) the Company's
compliance with legal and regulatory requirements.

The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission to be included in the Company's annual proxy
statement.

While the Audit Committee recognizes the importance of its role, it is not
the responsibility of the Audit Committee to plan or conduct audits, to
determine that the Company's financial statements are in all material respects
complete and accurate and in accordance with generally accepted accounting
principles ("GAAP"), or to certify the Company's financial statements. These are
the responsibilities of management and the independent auditor. It is also not
the responsibility of the Audit Committee to guarantee the independent auditor's
report. The Audit Committee shall assist the Board of Directors in overseeing
management and the independent auditors in fulfilling their responsibilities in
the financial reporting process of the Company.

MEETINGS

The Audit Committee shall meet at least four times each year, or more
frequently as it deems necessary or appropriate to carry out its
responsibilities and may, in its sole discretion, form and delegate authority to
subcommittees (comprised only of Audit Committee members) in furtherance of such
responsibilities. Meetings of the Audit Committee shall be called by the
Chairman of the Audit Committee, the Chairman of the Board or the President of
the Company. All such meetings shall be held pursuant to the By-Laws of the
Company with regard to notice and waiver thereof, and written minutes of each
such meeting shall be duly filed in the Company's records. In order to foster
open communications, the Committee shall meet periodically with senior
management, the head of the Company's internal audit department and the
independent auditor in separate private sessions to discuss any matters that the
Audit Committee or any such persons believe appropriate.

RELATIONSHIP WITH INDEPENDENT AUDITORS

The Audit Committee shall have the sole authority to appoint and terminate
the Company's independent auditor, which shall report directly to the Audit
Committee. The Audit Committee shall be directly responsible for the
compensation (including as to fees and terms) and oversight of the work of the
Company's independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work. All
auditing services and permitted non-audit services performed for the Company by
the independent auditor shall be preapproved by the Audit Committee subject to
applicable laws, rules and regulations. The Audit Committee may form and
delegate to a subcommittee the authority to grant preapprovals with respect to
auditing services and permitted non-auditing services, provided that any such
grant of preapproval shall be reported to the full Audit Committee at its next
meeting.

POWERS AND RESPONSIBILITIES

A. OVERSIGHT OF THE COMPANY'S FINANCIAL STATEMENTS AND DISCLOSURE PRACTICES

The Audit Committee shall:

1) Discuss with management and the independent auditor the Company's
annual audited financial statements, including the Company's disclosures
made under "Management's Discussion and Analysis of Financial Conditions
and Results of Operations," and recommend to the Board of Directors whether
such audited financial statements should be included in the Company's
annual report on Form 10-K.

2) Discuss with management and the independent auditor the Company's
quarterly financial statements, including the Company's disclosures made
under "Management's Discussion and Analysis of Financial Conditions and
Results of Operations."

3) Review the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting and the
certifications required to be made by any officer of the Company in each of
the Company's quarterly reports on Form 10-Q and the Company's annual
report on Form 10-K (the "Periodic Reports").

4) Review all reports from the independent auditor pursuant to
applicable laws, rules and regulations concerning:

a) all critical accounting policies and practices to be used;

b) all alternative treatments of financial information within
generally accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditor; and

c) other material written communications between the independent
auditor and management, such as any management letter or schedule of
unadjusted differences.

5) Discuss with the independent auditor certain matters related to the
conduct of the audit pursuant to Statement of Auditing Standards No. 61,
including any:

a) Problems or difficulties encountered by the independent auditor
in the course of the audit work;

b) Restrictions on the scope of the independent auditor's
activities or access to information;

c) Significant disagreements with management;

d) Communications between the independent auditing team and such
team's national office with respect to auditing or accounting issues
presented by the engagement;

e) Accounting adjustments noted or proposed by the independent
auditor, but not adopted by the Company; and

f) Management or internal control letter issued or proposed to be
issued by the independent auditor and the Company's response to that
letter.

6) Discuss generally with management the types of information to be
disclosed and presentations to be made in connection with the Company's (a)
issuance of earnings press releases (including the Company's use of "pro
forma," or "adjusted" non-GAAP information), and (b) disclosure of
financial information and earnings guidance to analysts and rating
agencies. The Audit Committee need not discuss in advance each
earnings release or each instance in which the Company may provide earnings guidance.

7) Discuss the Company's policies and guidelines which govern the
Company's risk assessment and risk management as well as discuss the
Company's major financial risk exposures and the steps management has taken
to monitor and control such exposures.

8) Review and discuss with management and the independent auditor, as
it deems necessary or appropriate:

a) Major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Company's selection or application of accounting principles, and major
issues as to the adequacy of the Company's internal controls and any
special audit steps adopted in light of material control deficiencies;

b) Analyses prepared by management and/or the independent auditor
setting forth significant financial reporting issues and judgments made
in connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on the
Company's financial statements; and

c) The effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the Company's financial statements.

B. OVERSIGHT OF THE COMPANY'S INDEPENDENT AUDITOR

The Audit Committee shall:

1) Obtain and review a report from the independent auditor on at least
an annual basis describing:

a) The internal quality-control procedures of such independent
auditor;

b) Any material issues raised by the independent auditor's most
recent internal quality-control review or peer review and any steps
taken to deal with such issues;

c) Any material issues raised by any inquiry or investigation by
governmental or professional authorities, within the preceding five
years, with respect to one or more independent audits carried out by the
independent auditor and any steps taken to deal with such issues; and

d) All relationships between the independent auditor and the
Company.

2) Evaluate the qualifications, performance and independence of the
independent auditor, taking into account the foregoing report, the services
provided by the independent auditor and the opinions of management and the
Company's internal auditors, and report such conclusions to the Board of
Directors.

3) Evaluate the lead (or coordinating) audit partner having primary
responsibility for the audit, taking into account the opinions of
management and the Company's internal auditors.

4) Ensure the required rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the audit partner
responsible for reviewing the independent audit, and consider whether it is
appropriate or necessary, in order to assure continuing independence, to
rotate the Company's independent auditor on a regular basis.

5) Establish Company hiring policies with respect to the employment of
current and former employees of the independent auditor who were engaged on
the Company's account.

6) Review and discuss with management and the independent auditor the
proposed plan and overall scope of the Company's annual audit.


C. OVERSIGHT OF THE COMPANY'S INTERNAL AUDIT FUNCTION

The Audit Committee shall:

1) Review the activities of the internal audit department, including
the proposed annual audit plan, periodic progress reports on the status of
the plan and all concluded internal audits, including summaries of any
significant issues raised during the performance of the internal audits.

2) Discuss with management and the independent auditor the
responsibilities, budget and staffing of the internal audit department and
any recommended changes in the planning and scope of the Company's annual
internal audit plan.

3) Approve in advance the retention and the dismissal of the head of
the internal audit department.

D. OVERSIGHT OF THE COMPANY'S COMPLIANCE WITH LEGAL AND REGULATORY
REQUIREMENTS

The Audit Committee shall:

1) Obtain assurance from the independent auditor that the Company is
in compliance with the provisions of Section 10A of the Securities Exchange
Act of 1934, as amended.

2) Review with management and the independent auditors the Company's
Code of Business Conduct and Ethics (the "Code of Conduct"), which
prohibits unethical or illegal activities by the Company's directors,
officers and employees, as well as review the actions taken to monitor
compliance with the Code of Conduct.

3) Approve any proposed waivers for directors or executive officers
and review any material waivers for non-executive officers or employees
granted by the Company's Senior Vice President, Law and Administration or
the Vice President and General Counsel pursuant to the Company's Code of
Conduct.

4) Review with management, the independent auditor and the Company's
counsel any legal, regulatory and environmental matters that may have a
material impact on the Company's financial statements or accounting
policies.

5) Establish procedures for the (a) receipt, retention and treatment
of complaints received by the Company regarding the Company's accounting,
internal accounting controls or auditing matters, and (b) confidential,
anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters.

6) Review and assess compliance with all applicable laws, rules and
regulations, including those of the Securities and Exchange Commission and
the New York Stock Exchange, specifically applicable to the composition and
responsibilities of the Audit Committee.

ADDITIONAL POWERS AND RESPONSIBILITIES

The Audit Committee shall have the authority to engage and obtain advice
and assistance from advisors, including independent or outside legal counsel and
accountants, as it determines is necessary or appropriate to carry out its
duties. All related fees and costs of such advisors shall be paid promptly by
the Company in accordance with its normal business practices.

The Audit Committee shall, on an annual basis, review and reassess the
adequacy of this Charter and conduct an evaluation of the Audit Committee's own
performance during such past year.

The Audit Committee shall perform such other activities as the Audit
Committee or the Board of Directors may from time to time deem necessary or
appropriate.