SCHEDULE 14A INFORMATION

CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec. 240.14a-12

BARRETT RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

SHELL OIL COMPANY
SRM ACQUISITION COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Consent Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:

- --------------------------------------------------------------------------------
2

PRELIMINARY COPY -- SUBJECT TO COMPLETION

SRM ACQUISITION COMPANY
P.O. Box 8985
Wilmington, Delaware 19899

To the Stockholders of Barrett Resources Corporation:

On March 12, 2001, SRM Acquisition Company, a Delaware corporation and an
indirect wholly owned subsidiary of Shell Oil Company, a Delaware corporation
("Shell"), commenced an offer to purchase for cash all outstanding shares of
common stock of Barrett Resources Corporation (the "Company"), including the
outstanding associated preferred stock purchase rights, at a price of $55.00 per
share (and associated right), on the terms and subject to the conditions set
forth in our offer to purchase dated March 12, 2001 and in the related letter of
transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "offer"). The purpose of our offer is to enable
Shell to acquire control of, and the entire equity interest in, the Company.

A number of impediments to consummation of our offer presently exist. The
Company's board of directors has rejected Shell's offer to acquire the Company
in a negotiated transaction at our offer price and refused to take action Shell
has requested to permit our all-cash, fully funded offer to be consummated.
Accordingly, we are today commencing a solicitation of all the Company's
stockholders to remove the Company's entire board of directors without cause and
to replace them with three new directors (who we expect will consider,
consistent with their fulfillment of their fiduciary duties under Delaware law,
whether to take actions that will facilitate the consummation of our offer). The
accompanying consent statement describes the specific features of our proposal,
as well as the consent procedure itself.

We urge you to vote all shares that you were entitled to vote as of the
April 19, 2001, record date on your WHITE consent card.

Very truly yours,

W. van de Vijver
President and Chief Executive
Officer,
SRM Acquisition Company
3

IMPORTANT

1. If you hold your shares of common stock in your own name, please sign,
date and mail the enclosed WHITE consent card to Morrow & Co., Inc. in the
post-paid envelope provided.

2. If your shares of common stock are held in the name of a brokerage firm,
bank nominee or other institution, only it can execute a consent representing
your shares and only on receipt of your specific instructions. Accordingly, you
should contact the person responsible for your account and give instructions for
a WHITE consent card to be signed representing your shares. We urge you to
confirm in writing your instructions to the person responsible for your account
and provide a copy of those instructions to SRM Acquisition Company in care of
Morrow & Co., Inc. so that we will be aware of all instructions given and can
attempt to ensure that those instructions are followed.

If you have any questions or require any assistance in executing your
consent, please call:

MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022

Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 654-2468

Stockholders Please Call: (800) 607-0088

E-mail: barrett.info@morrowco.com
4

PRELIMINARY COPY -- SUBJECT TO COMPLETION

APRIL , 2001

CONSENT STATEMENT
OF
SRM ACQUISITION COMPANY

SRM Acquisition Company, a Delaware corporation (the "Purchaser," "we" or
"our") and an indirect wholly owned subsidiary of Shell Oil Company, a Delaware
corporation ("Shell"), is furnishing this consent statement in connection with
its solicitation of written consents from the holders of common stock, par value
$.01 per share, of Barrett Resources Corporation, a Delaware corporation (the
"Company"), to take the following actions without a stockholders' meeting in
accordance with Delaware law:

- removing without cause all members of the board of directors of the
Company who are in office immediately prior to that removal; and

- electing Francis L. Durand, R. W. Leftwich and J. Hugh Roff, Jr. (the
"Nominees") to serve as directors of the Company.

We are proposing these actions (each a "Proposal") to expedite the prompt
consummation of our offer to acquire the Company, which we describe below. WE
ARE ASKING THE STOCKHOLDERS OF THE COMPANY TO EXPRESS THEIR CONSENT TO THE
PROPOSALS ON THE ACCOMPANYING WHITE CONSENT CARD.

The effectiveness of each Proposal will require the properly completed and
duly delivered, unrevoked written consent to that Proposal by the holders of
record, as of the close of business on April 19, 2001, the record date for this
consent solicitation, of a majority of the shares of the Company's common stock
then outstanding. See "Consent Procedure."

The effectiveness of the removal Proposal is not subject to, or conditioned
on, the Proposal to elect the Nominees also having become effective. If the
Proposal to elect the Nominees does not become effective and the board is
removed in accordance with the removal Proposal, the Delaware General
Corporation Law (the "DGCL") provides a mechanism for the election of new
directors of the Company. See "The Proposals -- Election of Nominees."

The effectiveness of the Proposal to elect the Nominees is subject to, and
conditioned on, all members of the Company's board immediately prior to that
election having been removed in accordance with the removal Proposal or
otherwise having ceased to be directors of the Company.

This consent statement and the related WHITE consent card are first being
sent or given on or about , 2001 to all holders of record of shares
of the Company's common stock on the record date for this consent solicitation.
On that date, we, Shell and Shell's other direct or indirect subsidiaries,
beneficially owned 107,100 shares, or less than one percent of the outstanding
shares.

The Company's bylaws provide that any stockholder of record seeking to have
the stockholders authorize or take corporate action by written consent without a
meeting must request the Company's board to fix a record date in order to
determine the stockholders entitled to give that consent. Shell, through us and
another of its indirect wholly-owned subsidiaries, beneficially owns 107,100
shares of common stock, of which we are the record owner of 100 shares. On March
26, 2001, we requested that the Company's board fix the record date for the
solicitation we are making hereby. The Company's board has fixed April 19, 2001
as that record date.

On March 12, 2001, we commenced a fully funded all-cash offer to purchase
(1) all outstanding shares of the Company's common stock and (2) the outstanding
associated preferred stock purchase rights (the "Rights") issued under 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 (unless the context otherwise requires) with the
associated Rights, being herein referred to as the "shares"), at a price of
$55.00 per share, net to the seller in cash, without interest thereon (the
"offer price"), on the terms and subject to the conditions set forth in our
offer to purchase dated March 12, 2001 and in the related letter of transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "offer").
5

Complete information about our offer is contained in our offer to purchase,
which is available on request from Morrow & Co., Inc., the information agent for
the offer, at 445 Park Avenue, 5th Floor, New York, New York 10022, at no
charge, and in our tender offer statement on Schedule TO, which is on file with
the Securities and Exchange Commission. That tender offer statement and any
amendments thereto, including exhibits, are available for inspection and copies
thereof may be obtained in the manner set forth under "Certain Information
Concerning the Purchaser and its Affiliates" in our offer to purchase.

THIS CONSENT STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. WE ARE MAKING THE OFFER ONLY BY MEANS OF THE OFFER
TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL.

The purpose of our offer is to enable Shell to acquire control of, and the
entire equity interest in, the Company.

Shell currently intends, as soon as practicable after the Nominees have
become members of the Company's board, to request that the board duly consider
and take the actions we describe below. If the board takes these actions and the
other conditions to the offer are satisfied or waived by us, Shell currently
intends to effect, as soon as practicable after we consummate the offer, a
merger or similar business combination between the Company and us or another
indirect wholly owned subsidiary of Shell as a result of which:

- the Company would become a direct or indirect wholly owned subsidiary of
Shell; and

- each then outstanding share (other than shares Shell or its direct or
indirect subsidiaries, including us, own, shares the Company holds in its
treasury and shares of stockholders who perfect available appraisal rights
under the DGCL) would convert into the right to receive an amount in cash
equal to the price per share we have paid pursuant to the offer.

In this consent statement, "our transaction" refers to both our offer and
the proposed follow-on merger of the Company.

We have conditioned the offer on, among other things:

- the Company's board having redeemed the Rights, or our being satisfied, in
our sole discretion, that the Rights have been invalidated or are
otherwise inapplicable to our transaction (the "Rights Condition"); and

- the Company's board having approved the acquisition of shares pursuant to
the offer and the proposed merger before Shell or we become "interested
stockholders" under section 203 of the DGCL, or our being satisfied, in
our sole discretion, that the provisions of section 203 are otherwise
inapplicable to the offer and the proposed merger (the "Business
Combination Condition").

We also have conditioned the offer on our being satisfied, in our sole
discretion, that article IV of the Company's bylaws is inapplicable to the
acquisition of shares in our transaction (the "Bylaws Condition"). Section 14 of
the offer to purchase describes other conditions applicable to the offer. These
other conditions do not include any financing condition.

The Rights represent one of the antitakeover measures the Company has in
place. Article IV of the Company's bylaws is another antitakeover measure. It
provides that, subject to specified exceptions, a beneficial owner of 15 percent
or more of the outstanding shares shall not become the beneficial owner of
additional shares. These measures, taken together with section 203, would, if
applicable to our transaction, render it both economically unfeasible and
difficult to complete. This consent solicitation is one of the measures Shell
and we are taking, in addition to the offer and the lawsuits we describe under
the caption "Litigation," to bring our transaction to the Company's
stockholders.

The principal reason we are seeking to replace the members of the Company's
board with the Nominees is the willingness of the Nominees to consider,
consistent with their fulfillment of their fiduciary duties under Delaware law,
whether to take such actions as they may deem necessary or appropriate to
expedite the prompt consummation of our transaction, including:

- redeeming the Rights or amending the Rights Agreement to make the Rights
inapplicable to our transaction, thereby satisfying the Rights Condition;

2
6

- approving the offer and the proposed merger before Shell and we become
"interested stockholders" under section 203, thereby satisfying the
Business Combination Condition; and

- rendering inapplicable, if otherwise applicable, article IV of the
Company's bylaws to our transaction, thereby satisfying the Bylaws
Condition;

or, if a proposal has been made respecting a transaction that is determined to
be superior to our transaction for the Company's stockholders, whether to take
such actions as they may deem necessary or appropriate to facilitate that
proposed transaction.

The Company's bylaws provide that, if stockholders deliver to the Company
the requisite unrevoked written consents to take corporate action and the action
involves the removal or election of directors:

- the Company's corporate secretary will engage nationally recognized
independent inspectors of elections to conduct such reasonable
investigation as they deem necessary or appropriate for the purpose of
determining the validity of the consents and all matters incidental
thereto; and

- pending the certification by these inspectors to the Company that those
consents represent at least the minimum number of votes that would be
necessary to take the action, the action will not be effective.

Because this bylaw provision does not establish any time period within which
the inspectors must act, there can be no assurance that, absent judicial relief,
the effectiveness of the election Proposal would not be delayed for an
indefinite time.

ADOPTION OF THE PROPOSALS, WHICH WILL EFFECT THE REMOVAL WITHOUT CAUSE OF
THE ENTIRE BOARD DIRECTORS OF THE COMPANY AND THE ELECTION OF THE NOMINEES TO
THAT BOARD, IS AN IMPORTANT STEP TOWARD PROMPT CONSUMMATION OF OUR TRANSACTION.
ACCORDINGLY, WE URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED WHITE
CONSENT CARD. YOU MUST SEPARATELY TENDER YOUR SHARES PURSUANT TO THE OFFER IF
YOU WISH TO PARTICIPATE IN THE OFFER. EXECUTING A CONSENT DOES NOT OBLIGATE YOU
TO TENDER YOUR SHARES PURSUANT TO THE OFFER, AND YOUR FAILURE TO EXECUTE A
CONSENT DOES NOT PREVENT YOU FROM TENDERING YOUR SHARES PURSUANT TO THE OFFER.

Because each Proposal will become effective only if executed consents to
that Proposal are returned by holders of record on the record date for this
consent solicitation of a majority of the total number of shares of common stock
then outstanding, the failure to execute and return a consent will have the same
effect as voting against the Proposals.

Shell and we have retained Morrow & Co., Inc. to assist in the solicitation
of consents to the Proposals.

If your shares are registered in your own name, please sign, date and mail
the enclosed WHITE consent card to Morrow & Co., Inc. in the post-paid envelope
provided. If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a WHITE consent card with respect to your
shares and only on receipt of specific instructions from you. Accordingly, you
should contact the person responsible for your account and give instructions for
a WHITE consent card to be signed representing your shares. We urge you to
confirm in writing your instructions to the person responsible for your account
and to provide a copy of those instructions to SRM Acquisition Company in care
of Morrow & Co., Inc., 445 Park Avenue, 5th Floor, New York, New York 10022, so
we will be aware of all instructions given and can attempt to ensure that those
instructions are followed.

If you have any questions about executing your consent or require
assistance, please contact:

MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022

Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 654-2468

Stockholders Please Call: (800) 607-0088

E-mail: barrett.info@morrowco.com

3
7

TABLE OF CONTENTS

PAGE
-----

SUMMARY..................................................... 5
The Proposals............................................. 5
Our Transaction........................................... 5
Voting Securities And Principal Holders................... 6
Consent Procedure......................................... 6
REASONS FOR THE SOLICITATION................................ 6
THE PROPOSALS............................................... 7
THE OFFER AND THE PROPOSED MERGER........................... 10
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF............. 10
INFORMATION CONCERNING THE PURCHASER AND SHELL.............. 11
SOLICITATION OF CONSENTS.................................... 11
CONSENT PROCEDURE........................................... 12
Effectiveness and Revocation of Consents.................. 13
Special Instructions...................................... 13
Appraisal Rights.......................................... 14
LITIGATION.................................................. 14
ANNEX I..................................................... I-1
ANNEX II.................................................... II-1
ANNEX III................................................... III-1

4
8

SUMMARY

The information in this summary is qualified in its entirety by reference to
the more detailed information appearing elsewhere in this consent statement or
in the offer to purchase, as applicable.

THE PROPOSALS

We are soliciting written consents from the Company's stockholders to remove
without cause all members of the board of directors of the Company who are in
office immediately prior to that removal and to elect the Nominees to serve as
the directors of the Company. The principal reason we are seeking to replace the
Company's board with the Nominees is the willingness of the Nominees to
consider, consistent with their fulfillment of their fiduciary duties under
Delaware law, whether to take such actions as they may deem necessary or
appropriate to expedite the prompt consummation of our transaction, including:

- redeeming the Rights or amending the Rights Agreement to make the Rights
inapplicable to the offer and the proposed merger, thereby satisfying the
Rights Condition;

- approving the offer and the proposed merger before Shell or we become
"interested stockholders" under section 203 of the DGCL, thereby
satisfying the Business Combination Condition; and

- rendering inapplicable, if otherwise applicable, article IV of the
Company's bylaws to our transaction, thereby satisfying the Bylaws
Condition;

Adoption of the Proposals by the Company's stockholders would expedite the
prompt consummation of our transaction.

OUR TRANSACTION

On March 12, 2001, we commenced our offer, which provides for our purchase
of all outstanding shares at the offer price ($55.00 per share). The purpose of
the offer is to enable Shell to acquire control of, and the entire equity
interest in, the Company. Shell currently intends, as soon as practicable after
the Nominees have become members of the Company's board, to request that the
board duly consider and then take the actions respecting our transaction which
we describe above in "The Proposals." If the board takes these actions and the
other conditions to the offer have been satisfied or waived by us, Shell
currently intends to effect the proposed merger as soon as practicable after we
consummate the offer.

The Company would become an indirect wholly owned subsidiary of Shell as a
result of this merger. When the merger takes place, each then outstanding share
(other than shares Shell or Shell's direct or indirect subsidiaries, including
us, own, shares the Company holds in its treasury and shares of stockholders who
perfect available appraisal rights under the DGCL) would convert into the right
to receive an amount in cash equal to the price per share we have paid pursuant
to the offer. For additional information respecting the proposed merger, see
"The Offer and the Proposed Merger."

On February 28, 2001, the last trading day before Shell delivered to the
Company its letter offering a price of $55.00 per share, the last sale price of
the shares reported by the NYSE was $44.25. A $55.00 per share price represents
an approximately 24 percent premium over the February 28, 2001 last sale price.
On March 6, 2001, the last full trading day before the first public announcement
of Shell's intention to commence the offer, the last reported sale price of the
shares on the NYSE was $45.62 per share. On March 7, 2001, prior to the
commencement of trading, Shell issued a press release announcing its proposal to
acquire all outstanding shares of the Company for a price of $55.00 per share.
On March 9, 2001, which was the last full trading day before commencement of the
offer, the last reported sale price of the shares on the NYSE was $62.52 per
share. On , 2001, which was the last full trading day before the
date of this consent statement, the last reported sale price of the shares on
the NYSE was $ per share.

As of March 12, 2001, the Rights were attached to the shares and were not
traded separately. As a result, the sales quotations per share set forth above
are also the sales prices per share and associated Right on the dates indicated.
Unless the Company's board redeems the Rights, amends the Rights Agreement to
make the Rights inapplicable to the offer or delays the distribution date of the
Rights, we believe that, as a result of

5
9

Shell's announcement on March 7, 2001 of its intention to commence the offer,
the distribution date of the Rights could have occurred as early as March 21,
2001. The Company's board has announced that any distribution date of the Rights
that arises solely by virtue of the lapse of time following the commencement of,
or the first public announcement of, our offer has been delayed. If the Rights
begin to trade separately from the shares, stockholders should be able to
obtain, and should obtain, a current market price for the Rights.

If the Rights are redeemed or otherwise made inapplicable to the offer and
the proposed merger, the Rights Condition will be satisfied. The Rights and the
Rights Agreement have anti-takeover effects that may prevent tender offers, open
market accumulations and other procedures by which a third party may attempt to
purchase or gain control of the Company. If the Company redeems the Rights, the
Rights and the Rights Agreement will no longer have any anti-takeover effects.
The holders of any redeemed Rights will receive $.001 per Right as a result of
that redemption.

Although the adoption of our Proposals is an important step toward prompt
consummation of our transaction, we are not asking the Company's stockholders to
tender their shares by means of this consent solicitation or to consent to or
vote on the proposed merger at this time.

VOTING SECURITIES AND PRINCIPAL HOLDERS

The common stock of the Company constitutes its only class of voting
securities. Accordingly, only holders of common stock are entitled to execute
consents. For information regarding the persons we believe beneficially own more
than five percent of the common stock, see "Voting Securities and Principal
Holders Thereof."

CONSENT PROCEDURE

We will pay all costs of our solicitation of consents. The consents are
being solicited in accordance with the applicable provisions of the DGCL.
Holders of record of the common stock as of the close of business on the record
date for this consent solicitation are entitled to consent to our Proposals. To
be effective, the requisite consents must be delivered to the Company within 60
days of the earliest dated consent delivered to the Company. Accordingly, the
solicitation will continue, unless earlier terminated by the Purchaser, until
the earlier of (1) the date on which the requisite number of consents which are
required to approve both Proposals have been received and certified by the
inspector of elections and (2) 60 days from the date the earliest dated consent
is delivered to the Company.

For additional information respecting the consent procedure applicable to
this consent solicitation, see "Consent Procedure."

REASONS FOR THE SOLICITATION

We are soliciting written consents to the Proposals in order to expedite the
prompt consummation of our transaction. The purpose of our transaction is to
enable Shell to acquire control of, and the entire equity interest in, the
Company.

We believe our transaction is in the best interests of the stockholders of
the Company because, among other reasons, the consideration they would receive
in the transaction reflects a substantial premium over the unaffected trading
price of the shares immediately preceding the first public announcement of our
offer.

We anticipate that the Nominees, acting as the Company's board, would
consider, consistent with their fulfillment of their fiduciary duties under
Delaware law, whether to take such actions as they may deem necessary or
appropriate to expedite the prompt consummation of our transaction, including:

- redeeming the Rights or amending the Rights Agreement to make the Rights
inapplicable to the offer and the proposed merger, thereby satisfying the
Rights Condition;

- approving the offer and the proposed merger before Shell or we become
"interested stockholders" under section 203 of the DGCL, thereby
satisfying the Business Combination Condition; and

- rendering inapplicable, if otherwise applicable, article IV of the
Company's bylaws to our transaction, thereby satisfying the Bylaws
Condition;

6
10

The adoption of the Proposals under this consent solicitation by the
Company's stockholders would expedite the prompt consummation of our transaction
or a transaction superior to our transaction for the Company's stockholders, in
either case on terms some stockholders might believe is not in their best
interests or as a result of which stockholders could receive a price for their
stock that is less than the closing price per share ($ ) on ,
2001, the last trading day before the date of this consent statement. This
adoption will require the affirmative written consent of the holders of a
majority of the outstanding shares of the Company's common stock and either the
amendment or waiver by the Company's board of one or more provisions in the
Company's bylaws or the invalidation of those provisions by, or other relief
from, a court. See "The Proposals -- Election of Nominees" and "Litigation."

THE PROPOSALS

We are seeking written stockholder consents without a meeting to the
Proposals, which consist of taking the following actions:

- removing without cause all members of the board of directors of the
Company who are in office immediately prior to that removal; and

- electing the Nominees as the directors of the Company.

The effectiveness of each Proposal will require the properly completed and
duly delivered, unrevoked written consent to that Proposal by the holders of
record, as of the close of business on the record date for this consent
solicitation, of a majority of the shares of the Company's common stock then
outstanding.

The effectiveness of the removal Proposal is not subject to, or conditioned
on, the Proposal to elect the Nominees also having become effective. If the
Proposal to elect the Nominees does not become effective and the board is
removed, section 223 of the DGCL provides a mechanism for the election of new
directors of the Company. Section 223 provides that if a Delaware corporation
should at any time have no directors in office, various persons, including any
of the corporation's officers and stockholders, may apply to the Delaware Court
of Chancery for a decree summarily ordering an election of directors pursuant to
section 211 of the DGCL.

WE URGE YOU TO CONSENT TO EACH PROPOSAL.

REMOVAL OF DIRECTORS. This Proposal includes the removal without cause of
all the Company's current directors and any other person who may be a director
at the time that removal becomes effective. The Company's current directors are
C. Robert Buford, Derrill Cody, Peter A. Dea, James M. Fitzgibbons, Hennie L. J.
M. Gieskes, William W. Grant, III and Philippe S. E. Schreiber.

Section 141(k) of the DGCL provides that any director or the entire board of
directors of a Delaware corporation may be removed, with or without cause, by
the holders of a majority of the shares then entitled to vote at an election of
the corporation's directors, subject to exceptions if the corporation has a
classified board or cumulative voting in the election of its directors.

According to publicly available information, the Company does not have a
classified board or cumulative voting in the election of its directors.
Consequently, section 141(k) permits the stockholders of the Company to remove
its entire board without cause.

According to the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, the Company's severance agreements, stock option plans and
option agreements contain change of control provisions. The effectiveness of our
removal Proposal may constitute a "change of control" under these agreements and
plans. Under the severance agreements, on the termination of the employment of
the covered officers and employees in specified circumstances following a change
of control, these officers and employees will be entitled to severance payments
equal to two or three times their annual compensation. Under the

7
11

Company's stock option plans and option agreements, a change of control would
result in the acceleration of the exercisability of outstanding options.

In addition, the effectiveness of our removal Proposal may constitute a
"change of control" event of default under a revolving credit agreement dated
December 15, 2000 among the Company, as borrower, the various lenders and Bank
of America, N.A., as administrative agent. According to the copy of this
agreement filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 2000, such an event of default would entitle the lenders, at their
option, to accelerate the Company's indebtedness under the credit agreement
facility.

ELECTION OF NOMINEES. This Proposal includes the election as directors of
the Company of the three Nominees the table below names, each of whom has
consented to serve as a director, if elected, until the next annual meeting of
stockholders and until his successor has been elected and qualified. Our
principal purpose in seeking to elect the Nominees to the Company's board is to
obtain the redemption of the Rights (or an amendment of the Rights Agreement to
make the Rights inapplicable to our transaction), the approval of the offer and
the proposed merger before Shell and we become "interested stockholders" under
section 203 of the DGCL and action rendering article IV of the Company's bylaws,
if otherwise applicable, inapplicable to our transaction. These actions would
expedite the prompt consummation of our offer and the proposed merger. If
elected, however, the Nominees would be responsible for managing the business
and affairs of the Company. Each director of the Company has an obligation under
Delaware law to discharge his or her duties as a director on an informed basis,
in good faith and in a manner the director honestly believes to be in the best
interests of the Company. In this connection, circumstances may arise in which
the interests of Shell and us may differ from the interests of other
stockholders of the Company. In any such case, we understand that the Nominees
intend to discharge fully the fiduciary obligations they would then owe to the
Company and its stockholders under Delaware law.

We understand that the number of authorized directors of the Company
currently is seven. If the Nominees are elected, four vacancies on the Company's
board then will exist. As members of the board, the Nominees may, in accordance
with the Company's bylaws, reduce the number of vacancies to zero by changing
the number of authorized directors to three or fill one or more of the vacancies
by the affirmative vote of a majority of the Nominees. The Company's bylaws
currently do not contemplate that the stockholders would be afforded any
opportunity to fill any vacancy otherwise than at an annual meeting of
stockholders at which an individual has been duly nominated in accordance with
those bylaws to fill that vacancy.

We have no reason to believe that any Nominee will be unable or unwilling to
serve as a director of the Company, but if any Nominee is not available for
election, the Nominee or Nominees who are elected will fill the resulting
vacancy.

NAME AND EMPLOYMENT HISTORY OR PRESENT PRINCIPAL
BUSINESS ADDRESS AGE OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ---------------- --- -------------------------------------------

FRANCIS L. DURAND.......................... 78 Mr. Durand is a retired partner of Ernst &
11746 Mission Trace Young, LLP, independent certified public
San Antonio, Texas 78230 accountants and a successor to Ernst &
Whinney. Prior to his retirement in 1982,
he was the Chairman of the Ernst & Young
Energy Committee, focusing on services to
the oil and gas industry on a national
basis. Prior to that, he served as the
managing partner of Ernst & Young's
Louisiana, Kansas City, and San Antonio
offices. He served on the American
Institute of Certified Public Accountants'
Oil and Gas Committee from 1981 to 1982.
Mr. Durand was a board member for Phoenix
Resource Companies, Inc. for six years
prior to its acquisition by Apache
Corporation in 1996. Mr. Durand is
presently engaged in consulting to the oil
and gas industry.

8
12

NAME AND EMPLOYMENT HISTORY OR PRESENT PRINCIPAL
BUSINESS ADDRESS AGE OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ---------------- --- -------------------------------------------

R. W. LEFTWICH............................. 58 Mr. Leftwich has been employed by Shell and
c/o Shell Oil Company its affiliates for over 37 years beginning
One Shell Plaza in 1964. Mr. Leftwich has served as the
910 Louisiana treasurer of Shell since February 1999.
Houston, TX 77002 From February 1995 to January, 1999 Mr.
Leftwich served as the assistant treasurer
of Shell and was a practice area
coordinator who was responsible for
corporate financing and corporate insurance
programs. Mr. Leftwich joined Shell after
graduating from Culver-Stockton College in
Missouri, where he is currently a member of
the board of trustees, with a Bachelor of
Science in Business and Economics. He is a
director and an officer of numerous Shell
subsidiaries.
J. HUGH ROFF, JR........................... 69 Mr. Roff was the Chairman, President and
c/o Roff Resources LLC Chief Executive Officer of United Energy
333 Clay Street, Suite 4300 Resources, Inc., a diversified energy
Houston, TX 77002 company engaged principally in interstate
and intrastate natural gas transmission and
oil and gas exploration, development and
production operations, from 1974 to 1985,
when United Energy was acquired by Midcon
Corp., a company principally engaged in the
natural gas pipeline business. Since 1985,
Mr. Roff has been engaged in privately held
businesses of which he has been the
principal owner, including Alabama Methane
Production Company, Inc. (1986-1989), Petro
United Terminals, Inc. (1986-1998), and
Roff Resources LLC (1998 to present). Mr.
Roff has been a director of Tidewater, Inc.
since 1986.

Annex III sets forth certain information relating to shares the Nominees own
and certain transactions between any of them and the Company.

We contemplate that we will pay each Nominee a fee of $25,000 for agreeing
to stand for election as a director of the Company. Mr. Leftwich has stated his
intention to donate all compensation he receives for standing for election as a
director, and for his services as a director of the Company should he be so
elected, other than reimbursement for out-of-pocket expenses, to Shell Oil
Company Foundation, a charitable foundation. Mr. Roff has requested that any
compensation (other than reimbursement for out-of-pocket expenses) that Shell
would otherwise pay him for standing for election as a director of the Company
instead be donated in his name to the Jesse H. Jones Graduate School of
Management at Rice University.

We anticipate that each Nominee, on his election, will receive director's
fees, consistent with the Company's past practice, for services as a director of
the Company. According to the Company's Annual Report of Form 10-K for the year
ended December 31, 2000, directors who are not also employees of the Company
received an annual retainer of $20,000, payable quarterly, for the fiscal year
ended December 31, 2000. During the first quarter of 2000, each such director
also received a fee for each board or committee meeting attended in person
($1,000) or by telephone ($300), and chairmen of the audit and compensation
committees each received an additional $500 for each committee meeting that they
chaired. Beginning April 1, 2000, the meeting attendance fee increased to $1,100
and the fee for telephone meetings increased to $500. All directors were
reimbursed for out-of-pocket expenses incurred in connection with attending
board and committee meetings. In addition, directors who were not also employees
were granted options to purchase 10,000 shares of the Company's common stock
under the Company's Non-Discretionary Stock Option Plan which become exercisable
in 1,000 share increments on each board or committee meeting attended.

Shell has agreed to indemnify each Nominee, to the fullest extent applicable
law permits, from and against any and all expenses, liabilities or losses of any
kind arising out of any threatened or filed claim,

9
13

action, suit or proceeding, whether civil, criminal, administrative or
investigative, asserted against or incurred by the Nominee in his capacity as a
nominee for election as a director of the Company, or arising out of his status
in that capacity. Shell also has agreed that if the Nominees are elected as
directors of the Company, it will assure to them, to the fullest extent section
145 of the DGCL and other applicable law would permit the Company to indemnify
them as directors, the same indemnity in their capacities as those directors or
arising out of their status in those capacities. Shell has also agreed to
reimburse each Nominee for other reasonable out-of-pocket expenses, including
reasonable fees and expenses of counsel he incurs in his capacity as a nominee.

THE OFFER AND THE PROPOSED MERGER

On March 12, 2001, we commenced the offer, which provides for our purchase
of all outstanding shares at the offer price ($55.00 per share). The purpose of
the offer is to enable Shell to acquire control of, and the entire equity
interest in, the Company. Shell currently intends to effect the proposed merger
as soon as practicable following consummation of the offer. When the proposed
merger takes place, each then outstanding share (other than shares Shell and its
affiliates, including us, own, shares the Company holds in its treasury and
shares of stockholders who perfect available appraisal rights under the DGCL)
would convert into the right to receive an amount in cash equal to the price per
share we have paid pursuant to the offer.

The DGCL provides that if one corporation owns at least 90 percent of the
outstanding shares of each class of another corporation, the two corporations
may merge in a "short-form" merger without a vote of the subsidiary's minority
stockholders. Accordingly, if, as a result of the offer or otherwise, we acquire
at least 90 percent of the outstanding shares, we could, and intend to, effect
the proposed merger as a "short-form" merger without prior notice to, or any
action by, any other stockholder of the Company.

If we cannot effect the proposed merger as a "short-form" merger, the DGCL
will require the approval of the Company's board of directors and the
affirmative vote of holders of a majority of the outstanding shares (including
the shares we own) in order to effect the proposed merger. If we acquire,
through the offer or otherwise, at least a majority of the outstanding shares,
we would have sufficient voting power to effect the proposed merger without the
vote of any other stockholder of the Company.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The common stock of the Company constitutes its only class of voting
securities and only holders of that stock are entitled to execute consents.
According to the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, 33,461,004 shares of common stock were outstanding as of
March 15, 2001. Each share entitles its record holder to one vote. Stockholders
of the Company do not have cumulative voting rights in the election of
directors.

The following table sets forth the name of and other information respecting
each person who we believe, on the basis of the publicly available information
indicated below, owned beneficially more than five percent of the shares of the
Company's common stock outstanding at the dates indicated.

AMOUNT AND
NATURE
OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS
- ------------------------------------ ---------------- ----------

State Farm Mutual Automobile Insurance Company and
affiliates................................................ 2,938,638 Shares(1)(5) 8.79%
One State Farm Plaza
Bloomington, IL 61710
Franklin Resources, Inc. ................................... 2,467,215 Shares(2)(5) 7.5%
777 Mariners Island Boulevard
San Mateo, CA 94404
Scudder Kemper Investments, Inc. ........................... 1,906,100 Shares(3) 5.8%
345 Park Avenue
New York, New York 10154
T. Rowe Price Associates, Inc. ............................. 1,753,936 Shares(4) 5.3%
100 E. Pratt Street
Baltimore, Maryland 21202

10
14

- ---------------

(1) According to a Schedule 13G the named person filed on February 9, 2001 with
the SEC.

(2) According to a Schedule 13G the named person filed on February 12, 2001 with
the SEC.

(3) According to a Schedule 13G the named person filed on February 14, 2001 with
the SEC.

(4) According to a Schedule 13G the named person filed on February 6, 2001 with
the SEC.

(5) Includes shares affiliates of the named person (which collectively may
constitute a "group") owned.

For information relating to the ownership of common stock by directors and
executive officers of the Company, see Annex I hereto.

INFORMATION CONCERNING THE PURCHASER AND SHELL

We are a Delaware corporation and an indirect wholly-owned subsidiary of
Shell. We were organized to acquire the Company and have not conducted any
unrelated activities since our organization. Our principal office is located at
Shell's principal offices.

Shell is a Delaware corporation with its principal offices located at One
Shell Plaza, 910 Louisiana, Houston, Texas 77002.

Shell is wholly owned by Shell Petroleum Inc., a Delaware corporation, whose
shares are directly or indirectly owned 60 percent by Royal Dutch Petroleum
Company, The Hague, The Netherlands, and 40 percent by The "Shell" Transport and
Trading Company, p.l.c., London, England. Royal Dutch Petroleum Company and The
"Shell" Transport and Trading Company, p.l.c., are holding companies which
together directly or indirectly own securities of companies of the Royal
Dutch/Shell Group of Companies, the members of which are severally engaged
throughout the greater part of the world in all of the principal aspects of the
oil and natural gas industry. They also have substantial interests in chemicals
and additional interests in power generation, renewable resources (chiefly in
forestry and solar energy), coal and other businesses.

Annex II sets forth information about the Nominees, the directors and
executive officers of Shell and the Purchaser who may solicit consents and their
employees and other representatives, if any, who may also assist Morrow & Co.,
Inc. in soliciting consents. Annex III sets forth certain information relating
to shares these participants own and certain transactions between any of them
and the Company.

Available Information. Shell is no longer subject to the informational
requirements of the Exchange Act, and has ceased to file reports and other
information with the SEC. However, Royal Dutch Petroleum Company and The "Shell"
Transport and Trading Company, p.l.c. are each subject to the informational
requirements of the Exchange Act and, in accordance therewith, are required to
file annual reports on Form 20-F with the SEC relating to their business,
financial condition and other matters. Such reports and other information should
be available for inspection at the public reference facilities of the SEC at 450
Fifth Street, NW, Washington, DC 20549, and at the regional offices of the SEC
located at Seven World Trade Center, 13th Floor, New York, NY 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies of such
information should be obtainable, by mail, on payment of the SEC's customary
charges, by writing to the SEC's principal office at 450 Fifth Street, NW,
Washington, DC 20549. The SEC maintains a web site that contains reports and
other information regarding registrants that file electronically with the SEC.
Those reports and other information may be found at the SEC's web site address,
http://www.sec.gov. That material should also be available for inspection at the
offices of the NYSE at 20 Broad Street, New York, New York 10005.

SOLICITATION OF CONSENTS

Solicitation of consents may be made by the directors, officers, investor
relations personnel and other employees of Shell and its affiliates. Consents
will be solicited by mail, advertisement, telephone or telecopier and in person.
None of those persons will receive additional compensation for their
solicitation efforts.

In addition, Shell and we have retained Morrow & Co., Inc. to assist in the
solicitation, for which we will pay Morrow & Co. a fee of $150,000 and will
reimburse Morrow & Co. for its reasonable out-of-pocket expenses. Shell has
agreed to indemnify Morrow & Co. against various liabilities and expenses,
including various liabilities and expenses under the federal securities laws.
Morrow & Co. anticipates that it will use

11
15

approximately persons to solicit stockholders. Morrow & Co. is also acting
as information agent in connection with the offer, for which Morrow & Co. will
be paid customary compensation in addition to reimbursement of reasonable
out-of-pocket expenses.

Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to beneficial owners of shares. We and our
affiliates will reimburse banks, brokers, custodians, nominees and fiduciaries
for their reasonable expenses for sending solicitation material to the
beneficial owners.

Lehman Brothers Inc. ("Lehman Brothers") is acting as dealer manager in
connection with the offer and is providing financial advisory services to Shell
and us in connection with our transaction. Under an engagement letter dated
November 20, 2000, between Shell and Lehman Brothers, fees totaling $500,000.00
are currently payable to Lehman Brothers. An additional fee of $6 million will
be payable to Lehman Brothers in the event the offer is consummated. Shell has
also agreed to reimburse Lehman Brothers for its reasonable out-of-pocket
expenses, including the fees and expenses of its counsel and any other advisor
Lehman Brothers retains in connection with its engagement, and to indemnify
Lehman Brothers and various related persons against various liabilities and
expenses, including various liabilities under federal securities laws.

Lehman Brothers does not admit that it or any of its directors, officers,
employees or affiliates is a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended, by the SEC in
the solicitation of consents, or that Schedule 14A requires the disclosure of
certain information concerning them. In connection with Lehman Brother's role as
financial advisor to Shell and us, the following investment banking employees of
Lehman Brothers may communicate in person, by telephone or otherwise with a
limited number of institutions, brokers or other persons who are stockholders of
the Company and may solicit consents from these institutions, brokers or other
persons: Carlos A. Fierro and Greg Pipkin. The business address of each such
person is c/o Lehman Brothers Inc., 3 World Financial Center, 200 Vesey Street,
New York, New York 10285 and the telephone number of each such person is (212)
526-7000. Lehman Brothers engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients. In the normal course of its business, Lehman Brothers may
trade securities of the Company for its own accounts and the accounts of its
customers, and accordingly, may at any time hold a long or short position in
such securities. Lehman Brothers has informed Shell that, as of the date hereof,
it does not hold any shares of the Company for its own account. Lehman Brothers
may have voting and dispositive power with respect to certain shares of the
Company held in asset management, brokerage and other accounts. Lehman Brothers
and its affiliates disclaim beneficial ownership of such shares of the Company.

We will bear the costs of this consent solicitation and will not seek
reimbursement of those costs from the Company. Costs related to the offer and to
the solicitation of consents include expenditures for attorneys, accountants,
financial advisors, consent solicitors, public relations advisors, printing,
advertising, postage, litigation and related expenses and filing fees and, other
than the payment for shares under the offer, are expected to aggregate
approximately $ million, of which has been paid to date. The portion
of those costs allocable solely to the solicitation of consents is not readily
determinable.

CONSENT PROCEDURE

Section 228 of the DGCL states that, unless the certificate of incorporation
of a Delaware corporation otherwise provides, any action required to be taken at
any annual or special meeting of stockholders of that corporation, or any action
that may be taken at any annual or special meeting of those stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take that action at a meeting at which
all shares entitled to vote thereon were present and voted, and those consents
are delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Company's registered office
shall be by hand or by certified or registered mail, return receipt requested.
The Company's certificate of incorporation does not prohibit stockholder action
by written consent.

Section 213(b) of the DGCL provides that the record date for determining the
stockholders of a Delaware corporation entitled to consent to corporate action
in writing without a meeting, when no prior action by the corporation's board of
directors is required and that board has not fixed that record date, will be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is

12
16

delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of the stockholders are
recorded. Delivery made to the Company's registered office shall be by hand or
by certified or registered mail, return receipt requested. No prior action is
required by the Company's board with respect to the Proposals. The Company's
bylaws provide that any stockholder of record seeking to have the stockholders
of the Company authorize or take corporate action by written consent is required
to request that the Company's board fix a record date. On March 26, 2001, we
requested that the Company's board fix the record date for the solicitation we
are making hereby. The Company's board has fixed April 19, 2001 as that record
date.

If either or both Proposals become effective as a result of this consent
solicitation, prompt notice will be given under section 228(e) of the DGCL to
stockholders who have not executed consents. All stockholders will be notified
as promptly as possible by press release of the results of the solicitation, and
those stockholders who have not executed consents will be given prompt notice by
mail of the results of the solicitation.

EFFECTIVENESS AND REVOCATION OF CONSENTS

Because this bylaw provision does not establish any time period within which the
inspectors must act, there can be no assurance, absent judicial relief, that the
effectiveness of the election Proposal would not be delayed for an indefinite
time.

An executed consent card may be revoked at any time by marking, dating,
signing and delivering a written revocation before the time that the action
authorized by the executed consent becomes effective. A revocation may be in any
written form validly signed by the record holder as long as it clearly states
that the consent previously given is no longer effective. The delivery of a
subsequently dated consent card that is properly completed will constitute a
revocation of any earlier consent. The revocation may be delivered either to SRM
Acquisition Company in care of Morrow & Co., Inc., 445 Park Avenue, 5th Floor,
New York, New York 10022 or to the Company at 1515 Arapahoe Street, Tower 3,
Suite 1000, Denver, Colorado 80202 or any other address the Company has
provided. Although a revocation is effective if delivered to the Company, we
request that either the original or photostatic copies of all revocations of
consents be mailed or delivered to SRM Acquisition Company in care of Morrow &
Co. at its address set forth above, so that we will be aware of all revocations
and can more accurately determine if and when consents to the Proposals have
been received from the holders of record on the record date for this consent
solicitation of a majority of the outstanding shares.

SPECIAL INSTRUCTIONS

If you were a record holder of shares of common stock as of the close of
business on the record date for this consent solicitation, you may elect to
consent to, withhold consent to or abstain with respect to each Proposal by
marking the "CONSENTS," "DOES NOT CONSENT" or "ABSTAIN" box, as applicable,
underneath each Proposal on the accompanying WHITE consent card and signing,
dating and returning it promptly in the enclosed post-paid envelope.

In addition, you may withhold consent to the removal of any individual
member of the board or to the election of any individual Nominee by writing that
person's name on the consent card. The effectiveness of each Proposal will
require the properly completed and duly delivered, unrevoked written consent to
that Proposal by the holders of record, as of the close of business on the
record date for this consent solicitation, of a majority of the shares of the
Company's common stock then outstanding.

13
17

IF A STOCKHOLDER EXECUTES AND DELIVERS A WHITE CONSENT CARD, BUT FAILS TO
CHECK A BOX MARKED "CONSENTS," "DOES NOT CONSENT" OR "ABSTAIN" FOR A PROPOSAL,
THAT STOCKHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THAT PROPOSAL, EXCEPT THAT
THE STOCKHOLDER WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY INCUMBENT
DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE THE INSTRUCTION TO THE REMOVAL
PROPOSAL PROVIDES ON THE CARD OR TO THE ELECTION OF ANY CANDIDATE WHOSE NAME IS
WRITTEN IN THE SPACE THE INSTRUCTION TO THE ELECTION PROPOSAL PROVIDES ON THE
CARD.

YOUR CONSENT IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED WHITE
CONSENT CARD AND RETURN IT IN THE ENCLOSED POST-PAID ENVELOPE PROMPTLY. FAILURE
TO RETURN YOUR CONSENT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE
PROPOSALS.

If your shares of common stock are held in the name of a brokerage firm,
bank nominee or other institution, only it can execute a consent with respect to
those shares and only on receipt of specific instructions from you. Accordingly,
you should contact the person responsible for your account and give instructions
for the WHITE consent card to be signed representing your shares of common
stock. We urge you to confirm in writing your instructions to the person
responsible for your account and provide a copy of those instructions to SRM
Acquisition Company in care of Morrow & Co., Inc. at its address set forth above
so that we will be aware of all instructions given and can attempt to ensure
that those instructions are followed.

APPRAISAL RIGHTS

The stockholders of the Company are not entitled to appraisal rights in
connection with the Proposals or the offer. If the proposed merger is
consummated, however, holders of shares at the effective time of the merger who
do not vote in favor of, or consent to, that merger will have rights under
section 262 of the DGCL to demand appraisal of their shares. Under section 262,
stockholders who demand appraisal and comply with the applicable statutory
procedures will be entitled to receive a judicial determination of the fair
value of their shares (exclusive of any element of value arising from the
accomplishment or expectation of the merger) and to receive payment of that fair
value in cash, together with a fair rate of interest, if any. Any such judicial
determination of the fair value of shares could be based on factors other than,
or in addition to, the merger consideration per share in the merger or the
market value of the shares. The value so determined could be more or less than
the merger consideration per share to be paid in the proposed merger.

If the Company and Shell enter into a merger agreement (other than with
respect to the proposed merger), stockholders of the Company may or may not have
appraisal rights under the DGCL in connection with the consummation of the
merger contemplated thereby depending on the terms of that merger.

EXECUTING A WRITTEN CONSENT IN FAVOR OF EITHER OR BOTH PROPOSALS WILL NOT
PREVENT A HOLDER OF SHARES AFTER CONSUMMATION OF THE OFFER FROM SUBSEQUENTLY
DEMANDING APPRAISAL OF THOSE SHARES IN CONNECTION WITH THE CONSUMMATION OF ANY
MERGER.

LITIGATION

On March 7, 2001, Shell commenced litigation against the Company in the
Chancery Court, New Castle County, Delaware seeking declaratory and injunctive
relief to invalidate certain of the Company's bylaw provisions on grounds that
the provisions are improper limitations on the ability of the Company's
stockholders to act by written consent and to enjoin the Company from enforcing
those provisions. On March 12, 2001, we joined Shell as a plaintiff in this
lawsuit and we amended the original complaint to add the present members of the
Company's board as defendants. On March 14, 2001, the Company amended its bylaws
to remove the provisions in question. On April 2, 2001, the Company filed a
motion to dismiss this litigation on the grounds that Shell's claims are moot
based on the amendment to the Company's bylaws.

In addition, on March 12, 2001, Shell commenced litigation against the
Company in the United States District Court for the District of Delaware seeking
declaratory and injunctive relief to (1) declare that the Schedule TO documents
and exhibits thereto which we filed, including the offer to purchase, and this
consent statement are proper and comply with all applicable securities laws,
rules and regulations and (2) enjoin the Company from commencing litigation
relating to our transaction other than in state and federal courts in Delaware.
On April 2, 2001, the Company filed a motion to dismiss this litigation on the
grounds that Shell's claims are not ripe for adjudication and the court lacks
jurisdiction over these claims.

14
18

SRM ACQUISITION COMPANY

If you have any questions about giving your consent or require assistance,
please contact:

MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022

Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 654-2468

Stockholders Please Call: (800) 607-0088

E-mail: barrett.info@morrowco.com

Dated: April , 2001

15
19

ANNEX I

SHARES HELD BY THE COMPANY'S DIRECTORS
AND EXECUTIVE OFFICERS

The following table is derived from the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 filed April 2, 2001 and, to our knowledge,
summarizes information as of March 15, 2001 with respect to the ownership by
each director, by each of the five most highly compensated executive officers,
by all executive officers and directors as a group and by each other person who
was the beneficial owner of more than five percent of the Company's common
stock:

AMOUNT/NATURE
NAME OF OF BENEFICIAL PERCENT OF CLASS
BENEFICIAL OWNER OWNERSHIP BENEFICIALLY OWNED
- ---------------- ------------- ------------------

C. Robert Buford............................................ 644,866(1) 1.9%
Derrill Cody................................................ 34,160(2) *
Peter A. Dea................................................ 80,799(2) *
James M. Fitzgibbons........................................ 42,000(2) *
Hennie L.J.M. Gieskes....................................... 909,214(2) 2.7%
William W. Grant, III....................................... 40,350(2) *
Joseph N. Jaggers........................................... 255(2) *
J. Frank Keller............................................. 117,060(2) *
Eugene A. Lang, Jr.......................................... 96,791(2) *
Philippe S.E. Schreiber..................................... 37,106(2) *
All Directors and Executive Officers as a Group (15
persons).................................................. 2,124,312(3) 6.3%
State Farm Mutual Automobile................................ 2,938,638(4)(5) 8.8%
Insurance Company and affiliates
One State Farm Plaza
Bloomington, IL 61710
Franklin Resources, Inc..................................... 2,467,215(4)(5) 7.4%
777 Mariners Island Boulevard
San Mateo, CA 94403
Scudder Kemper Investments, Inc............................. 1,906,100(4) 5.7%
345 Park Avenue
New York, NY 10154
T. Rowe Price Associates, Inc............................... 1,753,936(4)(5) 5.2%
100 East Pratt Street
Baltimore, MD 21202

- ---------------

* Less than 1% of the Common Stock outstanding.

(1)C. Robert Buford is considered a beneficial owner of the 523,210 shares of
which Zenith Drilling Corporation ("Zenith") is the record owner. Mr. Buford
owns approximately 89 percent of the outstanding common stock of Zenith. The
number of shares indicated for Mr. Buford also includes 10,000 shares that
are owned by Aguilla Corporation, which is owned by Mr. Buford's wife and
adult children. Mr. Buford disclaims beneficial ownership of the shares held
by Aguilla Corporation pursuant to Rule 16a-1(a)(4) under the Exchange Act.
The number of shares indicated also includes 30,000 shares underlying stock
options that were exercisable or that may become exercisable within 60 days
following March 15, 2001.

(2)The number of shares indicated consists of or includes the following number
of shares underlying options that were exercisable or that may become
exercisable within 60 days following March 15, 2001: Derrill Cody, 20,000;
Peter A. Dea, 66,518; James M. Fitzgibbons, 30,000; Hennie L.J.M. Gieskes,
10,000; William W. Grant, III, 20,000; J. Frank Keller, 64,038; Eugene A.
Lang, Jr., 84,767; and Philippe S.E. Schreiber, 30,000.

(3)The number of shares indicated consists of or includes 355,323 shares
underlying options held by the directors and executive officers shown in the
table, and an additional 92,006 shares underlying options held by other
officers that were exercisable or that may become exercisable within 60 days
following March 15, 2001.

(4) According to a Schedule 13G the named person filed with the SEC.

(5) Includes shares affiliates of the named person (which collectively may
constitute a "group") owned.

I-1
20

ANNEX II

INFORMATION CONCERNING PARTICIPANTS

Unless included elsewhere in this consent statement, the following tables
set forth the name and the present principal occupation or employment, and the
name, principal business and address of any corporation or other organization in
which such employment is carried on, of (1) the directors and executive officers
of Shell and us who may solicit consents, (2) the Nominees and (3) certain
employees and other representatives of those companies who may assist Morrow &
Co., Inc. in soliciting consents from the Company's stockholders.

NAME POSITION
- ---- --------

W. van de Vijver............................... Director/Chairman, President and Chief
Executive Officer of SRM Acquisition Company
Marvin E. Odum................................. Director and Vice President -- Development and
Technology of SRM Acquisition Company

The business address of each of the above named directors and executive officers
is SRM Acquisition Company, One Shell Plaza, 910 Louisiana, Houston, Texas
77002.

NOMINEES
- --------

Francis L. Durand
11746 Mission Trace
San Antonio, Texas 78230

R. W. Leftwich
Shell Oil Company
One Shell Plaza
910 Louisiana
Houston, TX 77002

J. Hugh Roff, Jr.
Roff Resources LLC
333 Clay Street, Suite 4300
Houston, TX 77002

II-1
21

ANNEX III

SHARES HELD BY PARTICIPANTS
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY

Shell, through us and another of its indirect wholly-owned subsidiaries,
beneficially owns 107,100 shares of the Company's common stock. On March 9,
2001, Shell transferred beneficial and record ownership of 100 of those shares
to us. No part of the purchase price or market value of any of the shares
described in this paragraph was represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding those shares. Cede & Co. is the
record owner of the shares Shell and we beneficially own, other than the 100
shares described above and an additional 100 shares which Shell holds of record.
Shell and we disclaim beneficial ownership of any shares owned by any pension
plan of Shell or any affiliate of Shell.

Except as this consent statement discloses, none of the Purchaser or Shell
or their directors or executive officers, the Nominees or the employees or other
representatives of the Purchaser or Shell named in Annex II owns any securities
of the Company or any parent or subsidiary of the Company, beneficially or of
record, has purchased or sold any of those securities within the past two years
or is or was within the past year a party to any contract, arrangement or
understanding with any person with respect to those securities. Except as
disclosed in this Consent Statement, to the best knowledge of the Purchaser,
Shell, their directors or executive officers, the Nominees and the employees and
other representatives of the Purchaser or Shell named in Annex II, none of their
associates beneficially owns, directly or indirectly, any securities of the
Company.

Except as this consent statement discloses, none of the Purchaser or Shell
or their directors or executive officers, the Nominees, the employees or other
representatives of the Purchaser or Shell named in Annex II, or, to their best
knowledge, their associates has any arrangement or understanding with any person
(1) with respect to any future employment by the Company or its affiliates or
(2) with respect to future transactions to which the Company or any of its
affiliates will or may be a party, nor any material interest, direct or
indirect, in any transaction that has occurred since January 1, 2000 or any
currently proposed transaction, or series of similar transactions, which the
Company or any of its affiliates was or is to be a party and in which the amount
involved exceeds $60,000. Certain Nominees, directors and executive officers of
Shell or Purchaser and/or their respective associates may also be directors or
officers of other companies and organizations that have engaged in transactions
with the Company or its subsidiaries in the ordinary course of business since
January 1, 2000, but Shell believes that the interest of those persons in those
transactions is not of material significance.

III-1
22
[FORM OF CONSENT CARD]

PRELIMINARY COPY--SUBJECT TO COMPLETION

WHITE BARRETT RESOURCES CORPORATION
CONSENT
CARD THIS CONSENT IS SOLICITED BY SRM ACQUISITION COMPANY

Unless otherwise indicated below, the undersigned, a stockholder of record
of Barrett Resources Corporation (the "Company") on April 19, 2001 (the "Record
Date"), hereby consents pursuant to Section 228(a) of the Delaware General
Corporation Law with respect to all shares of common stock of the Company (the
"Common Stock") held by the undersigned to the taking of the following actions
without a meeting of the stockholders of the Company:

1. The removal without cause of all directors of the Company who
are in office when this removal action becomes effective, including,
without limitation, C. Robert Buford, Derrill Cody, Peter A. Dea, James M.
Fitzgibbons, Hennie L. J. M. Gieskes, William W. Grant, III and Philippe S.
E. Schreiber.

[ ] CONSENTS [ ] DOES NOT CONSENT [ ] ABSTAIN

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE
REMOVAL OF ALL THE ABOVE-NAMED DIRECTORS AND ANY OTHER DIRECTOR OR
DIRECTORS WHO HOLD OFFICE AT THE TIME THE ACTION TAKEN BY THIS
WRITTEN CONSENT BECOMES EFFECTIVE, CHECK THE APPROPRIATE BOX
ABOVE. IF YOU WISH TO CONSENT TO THE REMOVAL OF CERTAIN OF THE
ABOVE-NAMED DIRECTORS AND/OR CERTAIN OF THE DIRECTORS NOT NAMED
ABOVE WHO ARE DIRECTORS OF THE COMPANY AT THE TIME THE ACTION
TAKEN BY THIS WRITTEN CONSENT BECOMES EFFECTIVE, BUT NOT ALL OF
THEM, CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE NAME OF EACH
PERSON YOU DO NOT WISH REMOVED IN THE FOLLOWING SPACE:

------------------------------------------------------------------

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT
THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL
OF ANY INCUMBENT DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE
PROVIDED ABOVE.

2. The election of the following persons as directors of the Company to hold
office until their successors are elected and qualified: Francis L. Durand,
R. W. Leftwich, and J. Hugh Roff, Jr. (the "Nominees").

[ ] CONSENTS [ ] DOES NOT CONSENT [ ] ABSTAIN

(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE
ELECTION OF ALL THE ABOVE-NAMED PERSONS, CHECK THE APPROPRIATE BOX
ABOVE. IF YOU WISH TO CONSENT TO THE ELECTION OF CERTAIN OF THE
ABOVE-NAMED PERSONS, BUT NOT ALL OF THEM, CHECK THE "CONSENTS" BOX
ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO NOT WISH
ELECTED IN THE FOLLOWING SPACE:

------------------------------------------------------------------

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT
THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE ELECTION
OF ANY CANDIDATE WHOSE NAME IS WRITTEN-IN IN THE SPACE PROVIDED
ABOVE.

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED
HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

The effectiveness of the election proposal set forth above is subject to, and
conditioned upon, the adoption of the removal proposal set forth above or the
incumbent directors otherwise having ceased to be directors of the Company
immediately prior to the election of directors pursuant to the election
proposal. The effectiveness of the removal proposal is not subject to or
conditioned upon the adoption of the election proposal set forth above.

Please sign exactly as name appears on stock
certificates or on label affixed hereto. When
shares are held by joint tenants, both should
sign. In case of joint owners, EACH joint
owner should sign. When signing as attorney,
executor, administrator, trustee, guardian,
corporate officer, etc., give full title as
such.

DATED:
--------------------------------------

---------------------------------------------
Signature

---------------------------------------------
Signature, if held jointly

---------------------------------------------
Title or Authority

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.
PLEASE SIGN, DATE AND MAIL YOUR CONSENT PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED.