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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

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BARRETT RESOURCES CORPORATION
(Name of Subject Company)

BARRETT RESOURCES CORPORATION
(Name of Person(s) Filing Statement)

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Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)

068480201
(CUSIP Number of Class Securities)

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Eugene A. Lang, Jr.
Executive Vice President,
General Counsel and Secretary
Barrett Resources Corporation
1515 Arapahoe Street
Tower 3, Suite 1000
Denver, Colorado 80202
(303) 572-3900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of the Person(s) Filing Statement)

Copies to:

Thomas A. Cole
Paul L. Choi
Michael A. Gordon
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

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Item 1. Subject Company Information.

(a) The name of the subject company is Barrett Resources Corporation, a
Delaware corporation (the "Company" or "Barrett"). The address of its principal
executive offices is 1515 Arapahoe Street, Tower 3, Suite 1000, Denver,
Colorado 80202. The phone number for its principal executive offices is (303)
572-3900.

(b) The title of the class of equity securities to which this Statement
relates is the common stock, par value $.01 per share (the "Common Stock"), of
the Company, together with the associated preferred stock purchase rights (the
"Rights"), issued pursuant to the Rights Agreement, dated as of August 5, 1997,
as amended (the "Rights Agreement"), between the Company and BankBoston, N.A.,
as Rights Agent (the Common Stock, together with the Rights, are hereinafter
referred to as the "Shares"). As of March 15, 2001, there were 33,461,004
shares of Common Stock outstanding.

Item 2. Identity and Background of Filing Person.

(a) Name and Business Address of Person Filing this Statement.

The name, business address and business telephone number of the Company,
which is the person filing this Statement, are set forth in Item 1(a) above,
which information is incorporated herein by reference. The Company's Web site
address is www.brr.com. The information on the Company's Web site should not be
considered a part of this Statement.

(b) Tender Offer of the Bidder.

This Statement relates to the offer to purchase by SRM Acquisition Company
(the "Bidder"), a Delaware corporation and an indirect wholly-owned subsidiary
of Shell Oil Company, a Delaware corporation ("Shell"), disclosed in a Tender
Offer Statement on Schedule TO (the "Shell Schedule TO") filed with the
Securities and Exchange Commission (the "SEC") on March 12, 2001. According to
the Shell Schedule TO, the Bidder is offering, upon the terms and subject to
the conditions set forth in the Shell Offer to Purchase, dated March 12, 2001
and in the related Letter of Transmittal (which together constitute the "Shell
Offer"), to purchase all outstanding Shares at a price per share of $55.00, net
to the seller in cash (the "Shell Offer Price").

According to the Shell Schedule TO, if the Shell Offer succeeds, Shell
intends to consummate a merger (the "Proposed Merger") pursuant to which all
Shares not tendered and purchased pursuant to the Shell Offer (other than
Shares Shell or its direct or indirect subsidiaries, including the Bidder, own,
Shares the Company holds in its treasury, or Shares of stockholders who perfect
available appraisal rights under the Delaware corporate law) would be acquired
for the Shell Offer Price.

According to the Shell Schedule TO, the address of the principal executive
offices of Shell and the Bidder is One Shell Plaza, 910 Louisiana, Houston,
Texas 77602.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

(a) Arrangements with Executive Officers, Directors or Affiliates of the
Company.

Except as described (i) in this Statement, (ii) on pages 5 through 15 of the
Company's Proxy Statement (the "2000 Proxy Statement"), dated March 28, 2000,
sent by the Company to its stockholders in connection with its 2000 Annual
Meeting of Stockholders, held on May 4, 2000, which is attached to this
Statement as Exhibit (e)(1) and incorporated herein by reference, and (iii) on
pages 6 through 13, pages A1 through A7, and pages B1 through B6 of the
Company's Preliminary Proxy Statement (the "Preliminary Proxy Statement"),
filed with the SEC on March 16, 2001, which is attached to this Statement as
Exhibit (e)(2) and incorporated herein by reference, there are no material
agreements, arrangements, or understandings, or any actual or potential
conflicts of interest between the Company or its affiliates and (1) its
executive officers, directors or affiliates or (2) Shell or the Bidder, or any
of their respective executive officers, directors or affiliates.

If the directors and executive officers of the Company who own Shares tender
their Shares in the Shell Offer or their Shares are acquired in the Proposed
Merger, they will receive the Shell Offer Price for their Shares on the same
terms and conditions as the other public stockholders. As of March 15, 2001,
the directors and executive officers of the Company beneficially owned in the
aggregate 1,676,983 Shares, and options to purchase an additional 1,083,874
Shares, all of which options will become exercisable upon a change-in-control
of Barrett. If they tender all of their Shares, including all Shares issuable
upon the exercise of options described in the preceeding sentence, in the Shell
Offer, they will receive payment for their Shares in the same manner and to the
same extent as other stockholders of the Company.

Item 4. The Solicitation or Recommendation.

(a) Solicitation/Recommendation.

On March 1, 2001, Shell delivered a letter to the Company proposing to
acquire the Company for $55.00 per share in cash. At a special telephonic
meeting on March 3, 2001 and at its regularly scheduled meetings on March 7 and
8, 2001, the Board of Directors met to consider Shell's proposal. At each
meeting, the Board of Directors carefully considered the Company's business,
financial condition and prospects, the terms and conditions of the Shell
proposal and other matters, including discussions with its financial and legal
advisors. On March 8, 2001, the Board decided to take all necessary steps to
maximize stockholder value. In that regard, the Board directed management to
promptly seek strategic alternatives, including the sale of the Company.
Barrett then immediately commenced the process of seeking other proposals from
a number of qualified parties. In light of these decisions, the Board announced
that it had reviewed and rejected Shell's proposal.

On March 12, 2001, Shell and the Bidder commenced an unsolicited tender
offer to purchase the Shares at $55.00 per share in cash. Starting from March
12, 2001, the Board held a series of special meetings to, among other things,
evaluate the Shell Offer and review the status of Barrett's solicitation of
proposals from other parties.

On March 22, 2001, the Barrett Board held a special meeting at which the
Barrett Board again reviewed the Shell Offer and its terms and conditions with
Barrett's financial and legal advisors. At the meeting, the financial advisors,
Goldman, Sachs & Co. ("Goldman Sachs") and Petrie Parkman & Co., Inc. ("Petrie
Parkman"), each rendered an opinion that, as of the date of such opinion, the
Shell Offer Price was inadequate to Barrett's stockholders (other than Shell
and its affiliates). In addition, the Board reviewed the Company's business
(including its exploration and production activities and reserves), financial
performance and future prospects and received an update on the Company's
progress in soliciting proposals from other qualified parties. After lengthy
analysis and discussions, the Barrett Board unanimously concluded that the
Shell Offer is inadequate and not in the best interests of Barrett's
stockholders.

Accordingly the Board unanimously recommends that the Company's stockholders
reject the Shell Offer and not tender their shares pursuant to the Shell Offer.

A copy of a letter to stockholders communicating the Board's recommendation
and a form of press release announcing such recommendation are filed as
Exhibits (a)(2)(i) and (a)(2)(ii) hereto, respectively, and are incorporated
herein by reference.

(b) Reasons.

In reaching the conclusions referred to in Item 4(a) above, the Board of
Directors took into account numerous factors, including but not limited to the
following:

(i) The Board's familiarity with the business, financial condition,
prospects and current business strategy of the Company, the nature
of the business in which the Company operates and the Board's
belief that the Shell Offer undervalues the Company and does not
reflect the current or long-term values inherent in the Company. In
this regard, the Board of Directors particularly considered:

. The positive outlook for the market for natural gas, including
the strong commodities market and the favorable long-term outlook
for increased gas demand in light of the current and projected
tight markets for electricity. The Board further noted that
natural gas is widely regarded today as an environmentally
preferable fuel source;

. Barrett's substantial acreage, natural gas reserves and natural
gas production located in the Rocky Mountain region, which
contains some of the largest and least exploited natural gas
basins in the lower 48 states. In this regard, the Board further
noted the following:

. Barrett's acreage and reserves consist predominantly of
natural gas located on properties in which Barrett has a high
working interest ownership;

. Barrett operates over 90% of its production, allowing it to
exercise substantial control over the timing of its capital
expenditures; and

. Within Barrett's acreage position is a substantial inventory
of low-risk, multi-year development drilling opportunities
and a number of exploration projects, which if successful
would provide even further development drilling
opportunities;

. The potential for significant internal growth of Barrett's
natural gas reserves and production due to, among other things,
Barrett's large acreage position in the Piceance Basin (134,000
net acres) and the Powder River Basin (476,000 net acres). The
Board further noted:

. With respect to the Piceance Basin, on March 5, 2001, Barrett
filed an application with the Colorado Oil and Gas
Conservation Commission requesting 20-acre increased density
on an additional 16,000 acres. Based on the approval of two
prior 20-acre increased density applications covering 13,000
acres, the Company believes its application will be approved.
If approved, this application alone would lead to a
substantial increase in Barrett's proved natural gas reserves
this year; and

. In the Powder River Basin, Barrett, with its co-venturer, has
the largest coal-bed methane acreage position, which includes
significant interests in the highly productive Wyodak coal
formation, the subject of extensive drilling by industry, and
the thicker Big George coal formation, which is in the early
stages of development;

. Based upon the factors described above, it is the Board's belief
that it is likely that Barrett will report a further increase in
proved natural gas reserves at year-end 2001, which is materially
greater than its recent year-to-year increases;

. Barrett's increase in natural gas reserves from approximately 1.2
trillion cubic feet equivalent at year end 1999 to approximately
1.4 trillion cubic feet equivalent at year end 2000, even after
the record growth in Barrett's production in 2000;

. Barrett's increase in natural gas production of approximately 18%
in 2000, which was generated largely from internal projects
rather than through acquisitions and which was significantly
higher than many of its competitors;

. Barrett's strong increase in year-to-date operating cash flow,
which has since year-end 2000 resulted in decreasing levels of
indebtedness while still funding Barrett's capital expenditure
program in full; and

. The potential evident in Barrett's long-term strategic plan,
Barrett's record of achieving its strategic objectives and its
strong financial capacity to implement value enhancing
opportunities available to Barrett;

(ii) The opinion of Goldman Sachs, after reviewing with the Board many
of the factors referred to herein and other financial criteria
used in assessing an offer, that, as of March 22, 2001, the Shell
Offer Price is inadequate to Barrett's stockholders (other than
Shell and its affiliates);

(iii) The presentation made by Petrie Parkman to the Board at its
meeting on March 22, 2001 regarding the Shell Offer and its
opinion dated March 22, 2001 that, as of that date and on the
basis of and subject to the matters reviewed with the Board, the
Shell Offer Price was inadequate from a financial point of view
to Barrett's stockholders (other than Shell and its affiliates);

(iv) The Board's belief, after discussions with its financial advisors
and the Board's evaluation of the progress of the previously
announced process for seeking strategic alternatives, that there
is a reasonable likelihood that the process will yield a superior
transaction;

(v) The opportunistic timing of the Shell Offer to take advantage of a
recent decline in Barrett's Share price. In this regard, the Board
noted that within the three month period prior to the public
announcement of the proposed Shell Offer, the Share price had
traded as high as $59.8125 on December 29, 2000, which price was
above the Shell Offer Price;

(vi) The Board's belief that Shell's use of coercive tactics (including
Shell's refusal to date to participate in Barrett's publicly
announced process designed to maximize stockholder value, the
commencement of the unsolicited Shell Offer in the face of
Barrett's orderly process and Shell's proposed solicitation of
written consents to remove the existing Board and replace it with
Shell's nominees) is intended to buy Barrett at a price
advantageous to Shell; and

(vii) The Board's belief, based in part on the factors described above,
that the interests of its stockholders would be best served by
continuing the Company's plan for maximizing stockholder value by
seeking strategic alternatives, rather than accepting Shell's
Offer.

In light of the foregoing, the Barrett Board unanimously concluded that the
Shell Offer is inadequate and not in the best interests of Barrett's
stockholders. The foregoing discussion of the information and factors
considered by the Barrett Board is not intended to be exhaustive but addresses
the material information and factors considered by the Barrett Board in its
consideration of the Shell Offer. In view of the variety of factors and the
amount of information considered, the Barrett Board did not find it practicable
to provide specific assessments of, quantify or otherwise assign any relative
weights to the specific factors considered in determining to recommend that
stockholders reject the Shell Offer. Such determination was made after
consideration of all the factors taken as a whole. In addition, individual
members of the Barrett Board may have given differing weights to different
factors.

To the knowledge of the Company, none of its executive officers, directors,
affiliates or subsidiaries presently intends to tender any Shares that are held
of record or beneficially owned by that person. The foregoing does not include
any Shares over which, or with respect to which, any such executive officer,
director, affiliate or subsidiary acts in a fiduciary or representative
capacity or is subject to the instructions of a third party with respect to
such tender.

Item 5. Persons/Assets, Retained, Employed, Compensated or Used.

Pursuant to a letter agreement (the "Goldman Sachs Letter Agreement") dated
March 3, 2001, Barrett has engaged Goldman Sachs to act as its financial
advisor in connection with the Shell Offer and certain other possible
transactions, and agreed to pay Goldman Sachs (X) a fee of $500,000 payable on
the date of the Goldman Sachs Letter Agreement, (Y) a fee equal to 0.55% of the
aggregate value of any transaction up to $55.00 per share, and, if the holder
receives more than $55.00 per share in any such transaction, a fee equal to the
fee payable assuming that the holder received $55.00 per share plus 1.5% of the
amount per share received by such holder in excess of $55.00 per share,
multiplied by the fully diluted number of shares outstanding, in the event that
(i) at least 15% of the outstanding stock of Barrett is acquired by a third
party, (ii) all or substantially all of the assets of Barrett are sold or (iii)
a recapitalization transaction involving Barrett occurs and (Z) $2.0 million on
each of four successive quarterly dates if certain transactions involving
Barrett have not then occurred. The amount paid in connection with clause (X)
is creditable against the amount payable in connection with clauses (Y) and
(Z). In addition, the amount paid in connection with clause (Y) is creditable
against the amount payable in connection with clause (Z) and vice versa.

Barrett has agreed to reimburse Goldman Sachs periodically for their
reasonable out-of-pocket expenses. In addition, Barrett has agreed to indemnify
Goldman Sachs against certain liabilities, including liabilities under federal
securities laws.

Pursuant to the terms of a letter agreement (the "Petrie Parkman Letter
Agreement") dated as of March 7, 2001, Barrett has engaged Petrie Parkman to
act as its financial advisor in connection with the Shell Offer and certain
other possible transactions, and agreed to pay Petrie Parkman the following
compensation:

a. a fee of $1,000,000 in cash payable promptly following the Company's
execution of the Petrie Parkman Letter Agreement; plus

b. a one-time advisory fee of $1,000,000 in cash payable promptly upon
the earlier of (i) the substantial completion by Petrie Parkman of the
work deemed sufficient by Petrie Parkman to render an opinion as to the
fairness or adequacy, from a financial point of view, to the Company or
its stockholders of the consideration to be paid or received by the
Company or its stockholders in any Transaction (as that term is defined
below), or (ii) the consummation of a Transaction; plus

c. an incremental fee of $400,000 in cash for each $1.00 per share of
consideration (both cash and non-cash) above $55.00 per share received
by Barrett stockholders upon consummation of a Transaction.

The term "Transaction" in the Petrie Parkman Letter Agreement means a
possible merger or business combination to which Barrett is party or an
acquisition of a majority of the shares of Common Stock through a tender offer
or exchange offer, or a sale of, or joint venture transaction involving, all or
substantially all of Barrett's assets with, of, or to one or more other
parties.

Barrett has agreed to reimburse Petrie Parkman for its reasonable out-of-
pocket expenses related to the Petrie Parkman Letter Agreement, including the
reasonable fees and expenses of its counsel. In addition, Barrett has agreed to
indemnify Petrie Parkman against certain liabilities, including, but not
limited to, liabilities under federal securities laws.

The Company also has retained Citigate Sard Verbinnen as a public relations
advisor in connection with the Shell Offer and has retained Innisfree M&A
Incorporated to assist the Company in connection with communications with
stockholders and to provide other services in connection with the Shell Offer.
The Company will pay Citigate Sard Verbinnen and Innisfree M&A Incorporated
reasonable and customary fees for their services, reimburse them for their
reasonable expenses and provide customary indemnities.

Except as described above, neither the Company nor any person acting on its
behalf has retained any other person to make solicitations or recommendations
to security holders on its behalf concerning the Shell Offer.

Item 6. Interest in Securities of the Subject Company.

There have been no transactions in the Shares during the past 60 days by the
Company or, to the best of the Company's knowledge, by any executive officer,
director, affiliate or subsidiary of the Company, except for (1) nominal
periodic purchases through Barrett's 401(k) plan made by the 401(k) trustee and
allocated to the accounts of Dean J. Gallacher, Robert W. Howard, Joseph N.
Jaggers, J. Frank Keller, Eugene A. Lang Jr., Logan Magruder, III and Steven G.
Natali and (2) the delivery by Mr. Lang of 1,275 Shares at a price per Share of
$49.53, along with $132.46 in cash, to Barrett as payment of the exercise price
of options to purchase 3,041 Shares at an exercise price of $20.81 per Share on
February 20, 2001.

Item 7. Purposes of the Transaction and Plans or Proposals.

For the reasons discussed in Item 4 above, the Board of Directors of the
Company has concluded that the Shell Offer is inadequate and not in the best
interests of the Company and its stockholders and that, in light of the
Company's future prospects, the interests of the stockholders will be best
served by pursuing strategic alternatives, including seeking proposals from a
number of qualified parties. These alternatives could lead to and involve
undertaking negotiations which may result in: (i) an extraordinary transaction,
such as a merger or

reorganization, involving the Company or any of its subsidiaries; (ii) a
purchase, sale or transfer of a material amount of assets by the Company or any
of its subsidiaries; (iii) a tender offer for or other acquisition of
securities by or of the Company; or (iv) a material change in the present
capitalization or dividend policy of the Company. As of the date hereof, there
have been contacts with parties who have expressed interest in the possibility
of pursuing various types of transactions with the Company. The Company has
entered into confidentiality agreements concerning the furnishing of
confidential information to certain third parties.

The Board has determined that disclosure of the substance of negotiations
concerning, or the possible terms of, or potential parties to, any transactions
or proposals of the type referred to above in this Item 7 prior to reaching an
agreement in principle with respect thereto would jeopardize the initiation or
continuation of negotiations with respect to such transactions and has,
accordingly, adopted a resolution directing that no such disclosure with
respect to any such transaction be made until such agreement in principle has
been reached.

There can be no assurance that any of the foregoing actually will result in
any transaction. The proposal, authorization, announcement or consummation of
any transaction of the type referred to in this Item 7 could adversely affect
or result in the withdrawal of the Shell Offer.

At its March 14, 2001 meeting, the Board resolved to amend Barrett's Bylaws
to remove two provisions relating to the ability of stockholders to take
certain actions by written consent. The deleted provisions required 60 days'
advance notice for the nomination of directors by written consent and
prohibited stockholders from amending the Bylaws without convening a
stockholder meeting. A copy of the amended sections of to the Bylaws is
attached as Exhibit (a)(5)(xi).

Pursuant to actions taken by the Board, any Distribution Date under the
Rights Agreement that arises solely by the virtue of the lapse of time
following the commencement of, or the first public announcement by Shell of its
intent to commence, the Shell Offer, has been delayed until such time as the
Board of Directors or any authorized committee thereof shall designate, by
subsequent resolution duly adopted by the Board or such committee thereof.

Item 8. Additional Information.

Director Nominations by Shell

On March 12, 2001, the Bidder filed a preliminary consent solicitation
statement with the SEC, in connection with its plan to solicit written consents
from Barrett's stockholders (the "Shell Consent Solicitation") to, among other
things, remove all of the current members of the Board of Directors and replace
them with Shell's nominees. Shell also disclosed that, if elected, the
directors nominated by Shell, subject to their fiduciary duties, would take
action to redeem the Rights (or amend the Rights Agreement to make the Rights
inapplicable to the Shell Offer and the Proposed Merger), approve the Shell
Offer and the Proposed Merger under Section 203 of the Delaware corporate law,
and take such other actions and seek or grant such other consents or approvals
as may be desirable or necessary to expedite prompt consummation of the Shell
Offer and the Proposed Merger.

Certain Litigation.

On March 7, 2001, Shell filed a complaint against Barrett in the Delaware
Court of Chancery. The Shell complaint sought an order declaring Article III,
Section 3 of the Barrett Bylaws to be in violation of Section 228 of the
Delaware corporate law. Article III, Section 3 provides that nominations by
stockholders for directors to be elected by written consent must be delivered
in writing to the Barrett Corporate Secretary not less than 60 days nor more
than 90 days prior to the first solicitation of any written consents for the
election of those nominees. In addition, Shell asked the Court to enjoin
Barrett, or anyone acting on Barrett's behalf or in concert with Barrett, from
enforcing Article III, Section 3. The Shell complaint also seeks an order
declaring Article IX, Section 4 of the Barrett Bylaws to be in violation of
Section 228 of the Delaware corporate law and again asks the Court to enjoin
Barrett, or anyone acting on Barrett's behalf or in concert with Barrett, from
enforcing that Bylaw. Article IX, Section 4 provides that the Barrett Bylaws
may be amended at a meeting of stockholders but not by their written consent.
It includes certain requirements of advance notice of the proposed

amendment to Barrett and the Board. On March 12, 2001, Shell filed an amended
complaint adding the Bidder as a plaintiff and the individual directors of
Barrett as defendants. Shell alleges that the Barrett directors have breached
their fiduciary duties by failing to amend the Bylaws that allegedly violate
state law. On March 12, 2001, Shell also filed a motion with the Court seeking
an expedited proceeding for matters asserted in its complaint. On March 14,
2001, Barrett amended the Bylaws to delete the two provisions that are the
subject of this litigation. A copy of the Shell amended complaint is filed as
Exhibit (a)(5)(i) hereto and is incorporated herein by reference. The foregoing
description of the Shell amended complaint is qualified in its entirety by
reference to such Exhibit.

On March 12, 2001, Shell and the Bidder filed a complaint against Barrett in
the United States District Court for the District of Delaware. The complaint
seeks an order declaring that the Shell Consent Solicitation, the Shell Offer
documents and other documents filed with the SEC comply with all federal laws.
In addition, the complaint asks the Court to enjoin Barrett, or anyone acting
on Barrett's behalf or in concert with Barrett, from commencing in any other
forum litigation that relates to the Shell Consent Solicitation or the Shell
Offer or any matters concerning them. A copy of the Shell federal complaint is
filed as Exhibit (a)(5)(ii) hereto and is incorporated herein by reference. The
foregoing description of the Shell federal complaint is qualified in its
entirety by reference to such Exhibit.

Several actions have been filed against Barrett and the Board in the
Delaware Court of Chancery on behalf of purported classes of Barrett
stockholders. Although containing slightly different allegations, all of the
complaints allege that the Board is violating its fiduciary duties to
stockholders. The various actions ask the Court to order the Board to evaluate
Barrett's net worth, to inform itself about the Shell Offer and other potential
acquirers, to enhance Barrett's value, to negotiate with Shell, and to conduct
an auction for Barrett. Some of the complaints also challenge the Rights
Agreement and the two recently-deleted provisions of the Bylaws challenged in
Shell's suit in the Delaware Court of Chancery. In addition to the injunctions,
the actions request payment of alleged damages and plaintiffs' attorneys' fees.
Copies of the Delaware actions are filed as Exhibits (a)(5)(iii), (a)(5)(iv),
(a)(5)(v), (a)(5)(vi), (a)(5)(vii) and (a)(5)(viii) hereto and are incorporated
herein by reference. The foregoing description of the Delaware actions is
qualified in its entirety by reference to such Exhibits.

Two actions have been filed against Barrett and the Board in the District
Court for the City and County of Denver, Colorado on behalf of purported
classes of Barrett stockholders. These actions allege that the Board will
violate its fiduciary duties to stockholders if it allows Barrett to consummate
the Shell Offer. The actions ask the Court to enjoin the Board from agreeing to
the Shell Offer and to require the Board to implement a fair process in order
to sell the Company in a way that maximizes stockholder value. Copies of the
Colorado actions are filed as Exhibits (a)(5)(ix) and (a)(5)(x) hereto and are
incorporated herein by reference. The foregoing description of the Colorado
actions is qualified in its entirety by reference to such Exhibits.

Item 9. Materials to be Filed as Exhibits.

Exhibit (a)(2)(i) Letter to Stockholders of Barrett, dated March 23, 2001*

Exhibit (a)(2)(ii) Text of Press Release dated March 22, 2001 issued by the Company

Exhibit (a)(5)(i) Amended Complaint filed in the Court of Chancery of the State of Delaware in
and for
New Castle County in Shell Oil Company v. Barrett Resources Corporation, Civil
Action
No. 18709

Exhibit (a)(5)(ii) Complaint filed in the United States District Court for the District of
Delaware in Shell Oil Company v. Barrett Resources Corporation, Civil Action
No. 01-161

Exhibit (a)(5)(iii) Class Action Complaint filed in Court of Chancery of the State of Delaware in
and for
New Castle County in Buchinger v. Buford et al., Civil Action No. 18719-NC

Exhibit (a)(5)(iv) Class Action Complaint filed in Court of Chancery of the State of Delaware in
and for
New Castle County in Beiler v. Barrett et al., Civil Action No. 18716-NC

Exhibit (a)(5)(v) Class Action Complaint filed in Court of Chancery of the State of Delaware in
and for
New Castle County in Casden v. Dea et al., Civil Action No. 18712-NC

Exhibit (a)(5)(vi) Class Action Complaint filed in Court of Chancery of the State of Delaware in
and for
New Castle County in Deitz v. Dea et al., Civil Action No. 18715-NC

Exhibit (a)(5)(vii) Class Action Complaint filed in Court of Chancery of the State of Delaware in
and for
New Castle County in Ferrari v. Dea et al., Civil Action No. 18714-NC

Exhibit (a)(5)(viii) Class Action Complaint filed in Court of Chancery of the State of Delaware in
and for
New Castle County in Grillo v. Barrett Resources Corporation et al., Civil
Action No.
18718-NC

Exhibit (a)(5)(ix) Class Action Complaint filed in District Court, City and County of Denver,
Colorado in
Scheibe v. Barrett Resources Corporation, et al., Case Number 01 CV 1210

Exhibit (a)(5)(x) Class Action Complaint filed in District Court, City and County of Denver,
Colorado in Tomlinson v. Barrett Resources Corporation, et al., Case Number 01
CV 1245

Exhibit (a)(2)(xi) Bylaw Amendments

Exhibit (e)(1) Pages 5-15 of the Proxy Statement dated March 28, 2000 of Barrett for its 2000
Annual Meeting of Stockholders

Exhibit (e)(2) Pages 6-13, A1-A7 and B1-B6 of the Preliminary Proxy Statement filed with the
SEC on March 16, 2001

Exhibit (g) None

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*Included in copies mailed to the Company's stockholders.

This document and the exhibits attached hereto may contain certain
statements that are considered "forward-looking statements" under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 (the
"PSLRA"). Although the Company believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give no
assurance that its expectations will be realized. There can be no assurance
that actual results will not differ materially due to various factors, many of
which are beyond the control of the Company, including certain risks described
from time to time in the Company's reports with the Commission including
quarterly reports on Form 10-Q, annual reports on Form 10-K and reports on Form
8-K. The safe harbor provisions of the PSLRA with respect to forward-looking
statements are not available to statements made in connection with a tender
offer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

BARRETT RESOURCES CORPORATION

/s/ Peter A. Dea
By: _________________________________
Name: Peter A. Dea
Title: Chairman of the Board and
Chief Executive Officer

Dated: March 23, 2001

EXHIBIT INDEX