Norcen Energy Resources Ltd – ‘15-12B’ on 8/8/00

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Certification of Termination of Registration of a Class of Securities   —   Form 15
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 15-12B      Form 15                                                3     10K 

15-12B
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 15

 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR 
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF 
THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-10180

NORCEN ENERGY RESOURCES LTD.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)

 400-425 First Street SW
 Calgary Alberta
 Canada L2P4V4
(403) 231-0111
--------------------------------------------------------------------------
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices) 

7.375% Debentures Due 2006
7.8% Debentures Due 2008
6.8% Debentures Due 2002
----------------------------------------------------------------
(Title of each class of securities covered by this Form)

None
--------------------------------------------------------------------------- 
(Titles of all other classes of securities for which a duty to file reports 
 under Section 13(a) or 15(d) remains)

15-12B
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Please place an X in the box(es) to designate the appropriate rule provision(s) 
relied upon to terminate or suspend the duty to file reports:                   

Rule 12g-4(a)(1)(i)   [ ]                      Rule 12h-3(b)(1)(i)  [X]         
Rule 12g-4(a)(1)(ii)  [ ]                      Rule 12h-3(b)(1)(ii) [ ]         
Rule 12g-4(a)(2)(i)   [ ]                      Rule 12h-3(b)(2)(i)  [ ]         
Rule 12g-4(a)(2)(ii)  [ ]                      Rule 12h-3(b)(2)(ii) [ ]         
                                      Rule 15d-6           [ ]

Approximate number of holders of record as of the certification or notice date: 

7.375% Debentures Due 2006          30            
7.8% Debentures Due 2008            30            
6.8% Debentures Due 2002            40            

Explanatory Note
 -----------------------

Norcen Energy Resources Ltd. ("Norcen") registered the 7.375% Debentures Due    
2006, the 7.8% Debentures Due 2008 and the 6.8% Debentures Due 2002             
(collectively, the "Debentures") on various registration statements filed with  
the Commission under the Securities Act of 1933, as amended (the "Securities    
Act"). Norcen filed periodic reports under the Securities Exchange Act of 1934, 
as amended ("Exchange Act"), under file number 1-10180.                         

On March 6, 1998, Union Pacific Resources Inc. ("UPRI"), a wholly owned         
subsidiary of Union Pacific Resources Group Inc. ("UPR"), acquired all of the   
outstanding common shares of Norcen in a cash tender offer and subsequent       
amalgamation (the "Amalgamation"). UPRI was the surviving entity in the         
Amalgamation and, as a result of the Amalgamation, Norcen ceased to exist as a  
separate entity. Following the Amalgamation, UPR fully and unconditionally      
guaranteed the Debentures. UPR submitted a request, pursuant to Staff Legal     
Bulletin 53, to the Staff of the Division of Corporation Finance (the "Staff")  
of the Commission seeking no-action relief permitting Norcen, now UPRI, to cease
filing reports under the Exchange Act for as long as UPR provided specified     
financial information about UPRI in its own periodic reports filed under the    
Exchange Act. The Staff granted UPR's no-action request on June 12, 1998.       

In addition, UPRI was a co-registrant on a registration statement filed with the
Commission under the Securities Act on August 25, 1998, file number 333-62181,  
which was declared effective by the Commission on August 27, 1998. UPRI never   
issued any securities under the registration statement.                         

On July 14, 2000, UPR was acquired by Anadarko Petroleum Corporation            
("Anadarko") in a merger transaction (the "Merger"). In connection with the     
Merger, UPRI is filing this Form to suspend its duty to file reports under the  
Exchange Act pursuant to Exchange Act Rule 12h-3(b)(1)(i).                      

15-12B
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Pursuant to the requirements of the Securities Exchange Act of 1934, Union      
Pacific Resources Inc. has caused this certification/notice to be signed on its 
behalf by the undersigned duly authorized person.                               

DATE:   August 1, 2000                                                          

                      UNION PACIFIC RESOURCES INC. (on behalf of
                     itself and its predecessor, Norcen Energy
Resources Ltd.)     

        By:     /s/  Michael E. Rose
                                      ------------------------------------------
           Michael E. Rose
                                      Vice President and Chief Financial Officer

Dates Referenced Herein

				Referenced-On Page
This ‘15-12B’ Filing		Date		First		Last			Other Filings
Filed on:		8/8/00							None on these Dates
		8/1/00		3
		7/14/00		2
		8/27/98		2
		8/25/98		2
		6/12/98		2
		3/6/98		2
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