EXHIBIT 10.5

                         SPECIAL AMENDMENT TO CERTAIN
                         VASTAR RESOURCES, INC. PLANS


         Vastar Resources, Inc. Amended and Restated Executive Deferral Plan;
         Vastar Resources, Inc. Comprehensive Medical Plan;
         Vastar Resources, Inc. Executive Medical Plan;
         Vastar Resources, Inc. Deferral Plan for Outside Directors

     Pursuant to the power of amendment reserved in each of the Vastar
Resources, Inc. Amended and Restated Executive Deferral Plan; Vastar Resources,
Inc. Comprehensive Medical Plan; Vastar Resources, Inc. Executive Medical Plan;
and Vastar Resources, Inc. Deferral Plan for Outside Directors (the "Vastar
Plans"), each Vastar Plan is amended effective May 24, 2000, as follows:

     1.  A new section, consecutively numbered as appropriate, is hereby added
at the end of each Vastar Plan:

          "The Vice President, Human Resources is authorized to make
     administrative amendments to the Plan as may be necessary to implement the
     purpose and intent of provisions of the Plan providing for benefits to be
     paid as a result of, or upon a Termination of Employment after, a
     Subsequent Change of Control during the Benefit Trigger Window, as such
     terms are defined in the Plan.  The term "administrative amendments" means
     such amendments or changes which do not result in additional cost or
     expense to the Company or its successors, other than costs or expenses
     which, in the judgment of the Vice President, Human Resources,  are de
     minimus.  An administrative amendment to the Plan shall become effective
     upon the execution of the amendment by the Vice President, Human Resources.
     No approval of the Board of Directors of Vastar is necessary for any
     administrative amendment to the Plan, provided however, that no amendment
     made pursuant to this provision shall be effective without the consent of
     the Special Plan Administrator."


     Executed this 6th day of July, 2000.


                              VASTAR RESOURCES, INC.


ATTEST:                       By:   /s/  JEFFREY M. BENDER
                                    --------------------------------------
                                    Jeffrey M. Bender
                                    Vice President, Human Resources

By: /s/  ANTHONY S. NOONAN
    ----------------------------------
         Anthony S. Noonan
Name: ________________________________
         General Tax Officer
Title: _______________________________


Approved as to Form:

WACHOVIA BANK, N.A.


By:  /s/  PETER D. QUINN
     ---------------------------------

Name:     Peter D. Quinn
      --------------------------------

Title:    Senior Vice President
       -------------------------------

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