FORM 8-K
                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C. 20549

                      _________________________



                           CURRENT REPORT



                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

                          Date of Report:
                         February 18, 1997





                        VASTAR RESOURCES, INC.
           (exact name of registrant as specified in charter)


Delaware                        1-13108              95-4446177
(State or Other                 (Commission          (IRS Employer
Jurisdiction of                 File Number)         Identification No.)
Incorporation)


                15375 Memorial Drive, Houston, Texas 77079
           (Address of Principal executive offices) (Zip Code)
                                    
                                    
  Registrant's telephone number, including area code:   (281) 584-6000
                                    
                                    
                                    



Item 5.   Other Events

1.  The following is an excerpt from a press release issued by Vastar Resources,
    Inc. on January 22, 1997:



                                           January 22, 1997

FOR IMMEDIATE RELEASE

VASTAR POSTS RECORD 1996 EARNINGS;
144 PERCENT RESERVE REPLACEMENT;
EIGHT PERCENT PRODUCTION GROWTH


Houston, TX --  Vastar Resources, Inc.  (NYSE: VRI)  today announced 
record earnings of $220.0 million, or $2.26 per share, an increase of 
114 percent from the $102.6 million ($1.06 per share) in 1995.  Fourth 
quarter net income of $69.1 million ($.71 per share) also set a 
quarterly net income record, and compares to $38.4 million ($.39 per 
share) in 1995. 
     "1996 was an outstanding year for Vastar," said Chairman, President 
and CEO Michael Wiley.  "We're particularly pleased with our operational 
performance and with the important steps we took in 1996 to create 
further growth opportunities.  Complementing our operations, strong 
commodity prices played a significant role in our financial results."
     In 1996 the company:
     o  Increased its average annual net production of natural gas,
        crude oil and natural gas liquids to 1,165 million cubic
        feet equivalent per day (MMcfed), an eight percent increase
        over 1995;
     o  Replaced 144 percent of its 1996 production at a
        replacement cost of $.93 per thousand cubic feet
        equivalent (Mcfe);
     o  Established a significant position in the Gulf of Mexico
        deepwater play, acquiring an inventory of high quality
        prospects and securing a three-year commitment for a
        drilling rig to operate in 5,000 foot water depths.  The
        rig is currently being upgraded, with modifications
        expected to be complete by the fourth quarter 1997;
     o  Expanded its 3D seismic database, adding over one
        thousand square miles of data onshore and nearly 800 blocks
        of data offshore, including over 420 deepwater blocks; and
        increased its substantial land position by acquiring
        undeveloped leasehold acreage both offshore and onshore;
     o  Maintained a leading low-cost position with cash production
        costs (operating costs; selling, general and administrative
        expenses; & production-related taxes) of $.56 per Mcfe; and
     o  Grew its marketed volumes of natural gas to an annual
        average 2.9 billion cubic feet per day (Bcfd), with the
        fourth quarter averaging 3.4 Bcfd.
                                        -1-

     Capital spending in 1996 totaled $567 million, including $259 
million for exploration, $257 million for development, and $51 
million for acquisition of producing assets.  Expenditures for seismic 
and undeveloped leasehold accounted for approximately $113 million, of 
which $38 million (excludes related staff costs) was invested to lay the 
foundation for Vastar's Gulf of Mexico deepwater program.
     In 1996, Vastar added 632 billion cubic feet equivalent (Bcfe) of 
proved reserves (623 Bcfe net of divestitures) at a replacement cost of 
$.93 per Mcfe.  Exclusive of acquisitions, the company added 503 Bcfe of 
proved reserves.  From all sources, Vastar replaced 144 percent of 
production.  Production replaced through the drill bit was 114 percent.  
The company more than replaced production in all products--natural gas, 
crude and condensate, and natural gas liquids.
     Vastar ended the year with 2.916 trillion cubic feet equivalent 
(Tcfe) of proved reserves (80 percent developed), compared to 2.725 Tcfe 
at year end 1995.
     The fourth quarter 1996 posted record net income of $69.1 million.
Highlights of the quarter included a greater than 15 percent increase in 
San Juan Basin coal seam gas production compared to the fourth quarter of 1995;
the late fourth quarter start-up of Vastar's 1995 Bastian Bay discovery in 
the South Pass 60 field; and the year-end start-up of the Norphlet well 
in Mobile 904.  Vastar's wellhead prices for natural gas and realized 
prices for liquids were up significantly versus last year's fourth 
quarter, also contributing to the strong financial performance.  
Partially offsetting these benefits were increased exploration expenses 
which were driven by higher capital investment and the higher costs of rigs 
and related services, primarily in the Gulf of Mexico. 
     Vastar Resources, Inc., headquartered in Houston, Texas, finds, 
develops, produces and markets natural gas and liquid hydrocarbons.
                           # # # #

Contact:  Lisa Marshall, (281) 584-3448 (Media)
          Barbara Fitzgerald, (281) 584-3477 (Investor Relations)
                                        -2-



                         VASTAR RESOURCES, INC.
                         SUMMARY OF OPERATIONS
                             (Unaudited)
 
(Millions of dollars except per share amounts)
                                For the three months     For the year
                                  ended December 31,  ended December 31,
                                       1996    1995       1996     1995

                                                      
REVENUES
Sales and other operating revenues $1,121.6  $588.6   $3,381.8 $1,993.4
Other revenues                          2.4    19.3       20.8     36.8
                                      -----   -----    -------  -------
Gross revenues                      1,124.0   607.9    3,402.6  2,030.2
Less: Purchases                      (823.6) (383.4)  (2,372.6)(1,246.4)
      Delivery expenses               (16.3)  (12.3)     (63.4)   (44.3)
                                      -----   -----    -------  -------
Net revenues                          284.1   212.2      966.6    739.5

EXPENSES
Operating expenses                     34.7    31.8      136.1    127.9
Dry hole costs                         35.3    12.2       82.6     69.0
Other exploration expenses             20.0    16.2       76.8     55.2
Undeveloped leasehold amortization      6.9     6.7       27.0     27.0
Depreciation, depletion and
 amortization                          70.9    83.0      275.9    263.3
Selling, general and
administrative expenses                19.0     9.8       62.0     51.2
Taxes other than income taxes          11.4     6.9       41.2     32.7
Interest expense                       13.4    15.0       52.3     57.0
                                      -----   -----    -------  -------
Total expenses                        211.6   181.6      753.9    683.3
                                      -----   -----    -------  -------
Income before income taxes             72.5    30.6      212.7     56.2
Income tax provision (benefit)          3.4    (7.8)      (7.3)   (46.4)
                                      -----   -----    -------  -------
Net income                            $69.1   $38.4     $220.0   $102.6
                                      =====   =====    =======  =======
Earned per share*<F1>                 $0.71   $0.39      $2.26    $1.06

<FN>
<F1>*The average number of shares outstanding for the three months and 
year ended December 31, 1996, were 97,259,943 and 97,255,970, 
respectively.
</FN>

                                         -3-




                         VASTAR RESOURCES, INC.
                         SUMMARY OF OPERATIONS
                             (Unaudited)

                               For the three months     For the year
                                ended December 31,    ended December 31,
                                  1996      1995        1996     1995

                                                        
OPERATIONS
Total production (MMcfed-net)     1,147     1,089       1,165    1,082

Natural gas:
 Production (MMcfd-net)             852       832         872      810
 Average wellhead price (per Mcf) $2.28     $1.58       $1.81    $1.38

Crude oil:
 Production (Mbd-net)              33.3      31.6        34.2     32.7
 Avg realized price (per barrel) $24.63    $18.43      $21.49   $18.43

Natural gas liquids:
 Production (Mbd-net)              15.8      11.2        14.6     12.6
 Avg realized price (per barrel) $18.77    $11.38      $15.01   $11.39

NATURAL GAS MARKETING
Sales (MMcfd-net)                 3,436     2,388       2,940    2,140
Average sales price (per Mcf)     $2.77     $1.92       $2.34    $1.63
Margin** ($millions)<F2>          $10.0     $11.1       $46.8    $38.8
<FN>

<F2>**Margin reflects the pretax income from gas marketing activities before
related staff and support costs.
</FN>

                                       -4-


2.  Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed
Charges and Preferred Stock Dividends 

    The Company's ratios of earnings to fixed charges for the years
ended December 31, 1996, 1995 and 1994, and the three months ended
December 31, 1993 were 5.07, 1.99, 3.32 and 1.22, respectively.  These 
ratios were computed by dividing earnings by fixed charges.  For this 
purpose, earnings include income before income taxes and fixed charges.  
Fixed charges include interest and amortization of debt expenses and the 
estimated interest component of rentals.

    During the three years ended December 31, 1996, 1995 and 1994 and the
three months ended December 31, 1993, there were no shares of preferred stock 
outstanding.
                                        -5-


Item 7.   Financial Statements, Pro Forma Financial Information and 
Exhibits.

    The following document is included as an Exhibit:

Exhibit
No.        Description
_______    ____________



12         Statement Setting Forth Detail of Computation of Ratio of
           Earnings to Fixed Charges
                                         -6-

                                SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 
1934, Vastar Resources, Inc. has duly caused this report to be signed on 
its behalf by the undersigned thereunto duly authorized.


                                           VASTAR RESOURCES, INC.
                                           (Registrant)
                                           
                                           
                                           
Dated:    February 18, 1997

                                           /s/  Joseph P. McCoy
                                           -------------------------
                                           (signature)
                                           Joseph P. McCoy
                                           Vice President and Controller
                                           (Duly authorized Officer and
                                           Principal Accounting Officer)