EXHIBIT 10.1

                                AMENDMENT NO. 5
                                      TO
                      VASTAR RESOURCES, INC. SAVINGS PLAN
                           __________________________


Pursuant to the power of amendment reserved therein, the Vastar Resources, Inc.
Savings Plan (the "Plan") is hereby amended effective as of February 1, 1998:

A new Section 16 is added to the Plan to read as follows:

                                  "SECTION 16

                      TRANSFER OF VOLUNTARY CONTRIBUTIONS


16.1  TRANSFER OF FUNDS

     An Employee or Former Employee may elect to transfer such individual's
     entire voluntary contribution account from the Vastar Resources, Inc.
     Retirement Plan to the Plan in accordance with procedures approved by the
     Plan Administrative Committee and the Administrator of the Vastar
     Resources, Inc. Retirement Plan. The Member contributions transferred
     pursuant to this Section 16 shall be deposited in the Member's Account
     allocable to Member contributions contributed after December 31, 1986.

16.2  STATUS OF FUNDS

     Funds in the voluntary contribution account of Vastar Resources, Inc. 
     Retirement Plan are being transferred to the Plan pursuant to the elective
     transfer rules of Treas. Reg. 1.411(d)-4, Q&A-3. As such, these funds will
     not be subject to any of the Joint and Survivor or other annuity provisions
     of the Vastar Resources, Inc. Retirement Plan and will be distributable
     only in a lump sum in accordance with the provisions of the Plan."

     Executed this 25th day of March, 1998.

ATTEST                            VASTAR RESOURCES, INC.


    /s/ JONATHAN D. EDELFELT         /s/ JEFFREY M. BENDER
BY:_________________________      BY:_______________________
    JONATHAN D. EDELFELT                JEFFREY M. BENDER
    Associate Secretary                 Vice President
                                        Human Resources