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                                                                EXHIBIT 10.39(a)


                                AMENDMENT NO. 1
                                       TO
                             VASTAR RESOURCES, INC.
                      EXECUTIVE SUPPLEMENTARY SAVINGS PLAN

     Pursuant to the resolutions adopted by the Board of Directors on
December  5,  1996,  the  Vastar  Resources,  Inc.  Executive Supplementary
Savings Plan (the "Plan") is amended effective as of August 5, 1996.

Section 6 of the Plan is amended to read as follows:

     "Section 6.    Amount of Benefit

      6.1  The amount of an Employee's benefit for each Plan  Year shall be
equal to either:

                    (a)  With respect to an Employee who makes the maximum
               permissible elective  deferral  under  the Vastar Resources,
               Inc. Capital Accumulation Plan II during  the  Plan  Year, an
               amount  equal  to  the maximum percentage of the amount of such
               Employee's Base  Pay that would have been contributed  by  the
               Company  under the Vastar Resources,  Inc.  Capital Accumulation
               Plan II assuming that there  were  no limitations  on  such
               contributions   imposed   by Section 415 of the Code during the
               Plan Year; or

                     (b)  With respect to an Employee who does not make  the
               maximum  permissible  elective  deferral under    the   Vastar
               Resources,   Inc.   Capital Accumulation  Plan  II during  the
               Plan  Year,  an amount equal to the product of 1.6 times the
               amount of elective deferrals made by the Employee under the 
               Vastar Resources, Inc. Capital Accumulation Plan II during the 
               Plan Year."


     Executed this 18th day of December, 1996.


ATTEST:                            VASTAR RESOURCES, INC.




By:  /s/Jonathan D. Edelfelt       By:  /s/Jeffrey M. Bender  
     -------------------------          ----------------------
     JONATHAN D. EDELFELT               JEFFREY M. BENDER
     Associate Secretary                Vice President
                                        Human Resources