Exhibit 3.3C
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                          AMENDMENTS TO THE BYLAWS OF
                         BARRETT RESOURCES CORPORATION
                             DATED MARCH 22, 2001



     At a meeting of the Board Of Directors of the Registrant (the "Board") held
on March 22, 2001, the following resolution was adopted by the Board:

          "RESOLVED, that Section 4(a) of Article II of the Bylaws of the
     Corporation shall be amended and restated in its entirety as follows:

          (a)  Meetings.  In order that the corporation may determine the
          stockholders entitled to notice of or to vote at any meeting of
          stockholders or any adjournment thereof, or entitled to receive
          payment of any dividend or other distribution or allotment of any
          rights, or entitled to exercise any rights in respect of any change,
          conversion or exchange of stock or for the purpose of any other lawful
          action, the board of directors may fix a record date, which record
          date shall not precede the date upon which the resolution fixing the
          record date is adopted by the board of directors, and which record
          date:  (1) in the case of determination of stockholders entitled to
          vote at any meeting of stockholders or adjournment thereof, shall,
          unless otherwise required by law, not be more than sixty (60) nor less
          than ten (10) days before the date of such meeting; and (2)  in the
          case of any other action, shall not be more than sixty (60) days prior
          to such other action.  If no record date is fixed:  (1) the record
          date for determining stockholders entitled to notice of or to vote at
          a meeting of stockholders shall be at the close of business on the day
          next preceding the day on which notice is given, or, if notice is
          waived, at the close of business on the day next preceding the day on
          which the meeting is held; and (2)  the record date for determining
          stockholders for any other purpose shall be at the close of business
          on the day on which the board of directors adopts the resolution
          relating thereto.  A determination of stockholders of record entitled
          to notice of or to vote at a meeting of stockholders shall apply to
          any adjournment of the meeting; provided, however, that the board of
          directors may fix a new record date for the adjourned meeting."