EXHIBIT (a)(2)(xi)

                           AMENDMENTS TO THE BYLAWS

                                      OF

                         BARRETT RESOURCES CORPORATION


     Section 3 of Article III of the Bylaws of the Corporation shall be amended
and restated in its entirety as follows:

     "Section 3.  Notice of Nominations.  Nominations for the election of
directors may be made by the board of directors or a committee of the board of
directors or by any stockholder entitled to vote for the election of directors.
Nominations by the board of directors or a committee of the board of directors
may be made by oral or written notice delivered to the secretary of the
corporation by any officer or director on behalf of the board of directors or
committee at any time prior to or at any meeting of the stockholders at which
directors are to be elected.  Each notice of nomination of directors by the
board of directors or a committee of the board of directors shall set forth the
names of the nominees.

     (A) Nominations by stockholders for all meetings prior to and including the
annual meeting of stockholders held in 1999 shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
secretary of the corporation not less than 53 days nor more than 90 days prior
to any meeting of the stockholders at which directors are to be elected;
provided, however, that if less than 60 days' notice of the meeting is given to
stockholders, written notice of nominations of directors by stockholders shall
be delivered or mailed, as prescribed, to the secretary of the corporation not
later than the close of the seventh day following the day on which notice of the
meeting was mailed to stockholders and (B) for all meetings of stockholders
after the annual meeting of stockholders held in 1999 nominations by
stockholders shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the corporation
not less than ninety (90) days nor more than 130 days prior to (i) any meeting
(other than an annual meeting) at which directors are to be elected, appointed
or designated or, (ii) in the case of an annual meeting, the anniversary of the
previous year's annual meeting; provided, however, if, (x) in the case of an
annual meeting, the annual meeting is scheduled to be held on a date more than
thirty (30) days prior to or delayed by more than sixty (60) days after such
anniversary date or, (y) in the case of any other meeting, less than 100 days'
notice of the meeting is given to stockholders, then notice by the stockholder
must be delivered to the corporation no later than the close of business ninety
(90) days prior to such meeting or the tenth day following the day on which
notice of the date of the meeting was mailed or public disclosure of the date of
the meeting was first made by the corporation (and in no event shall the public
announcement of an adjournment of the meeting commence a new time period for the
giving of a stockholders' notice under this Section 3.

     To be in proper form, a stockholder's notice to the Secretary must set
forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age,


business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and number of
shares of capital stock of the corporation which are owned beneficially or of
record by the person and (iv) any other information relating to the person that
would be made in connection with solicitation of proxies for election of
directors pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving notice (i) the name and record
address of such stockholder, (ii) the class or series and number of shares of
capital stock of the corporation which are owned beneficially or of record by
such stockholder, (iii) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to be
made by such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in its
notice and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitation of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section. The chairman of any meeting of stockholders of the corporation may, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and if the chairman should
so determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded."

     Section 4 of Article IX of the Bylaws of the Corporation shall be amended
and restated in its entirety as follows:

     "Section 4.  Amendments.  These bylaws may be altered, amended or repealed
or new bylaws may be adopted by the board of directors or by the stockholders in
the manner provided in this Article IX, Section 4.  In order for the board of
directors to effect an alteration, amendment or repeal of these bylaws or to
adopt new bylaws, written notice containing the proposed alteration, amendment,
repeal or new bylaws must be provided to all the directors of the corporation
not less than 30 days prior to the meeting of directors at which the proposal is
to be considered unless the proposal is approved by at least 75 percent of all
directors including 80 percent of Independent Directors (as defined in Article
IV, Section 9 of these bylaws together with other capitalized terms used in
Article IX of these bylaws.)  In order for the stockholders to effect an
alteration, amendment or repeal of these bylaws or to adopt new bylaws at a
meeting of the stockholders of the Corporation, written notice containing the
proposed alteration, amendment, repeal or new bylaws must be provided to the
secretary and all of the directors of the corporation not more than seven days
after the corporation gives notice of the meeting of stockholders at which the
proposal is to be considered.

     Any amendment or repeal of any provision or all provisions of this Article
IX, Section 4, or the adoption of any provision inconsistent with any provision
or all provisions of this Article IX, Section 4, shall, in addition to any other
vote or approval required by law or by these bylaws or by the certificate of
incorporation, require the affirmative vote of (a) at least 75 percent of all


directors including at least two-thirds of the Independent Directors, or (b) (i)
at least 66 percent of the outstanding shares of each class of Voting Stock, as
defined in Article IV, Section 9 of these bylaws, and (ii) at least a majority,
not including shares owned by Interested Persons, of the outstanding shares of
each class of Voting Stock."