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                            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
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                (Name of Registrant as Specified in its Charter)

                               SHELL OIL COMPANY
                            SRM ACQUISITION COMPANY
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   (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.:

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    (3) Filing Party:

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    (4) Date Filed:

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         SHELL OIL RAISES OFFER FOR BARRETT RESOURCES TO $60 PER SHARE

         HOUSTON (APRIL 26, 2001) - Shell Oil Company (Shell) announced today
that it has raised its fully funded cash offer for all outstanding shares of
Barrett Resources Corporation (NYSE: BRR) common stock to $60 per share from $55
per share. Shell disclosed these initiatives in the following letter sent today
to the Board of Directors of Barrett Resources from Walter van de Vijver,
president and CEO of Shell Exploration & Production Company, the exploration and
production arm of Shell Oil Company.

                                       ***

                                                                  April 26, 2001

Board of Directors
Barrett Resources Corporation
1515 Arapahoe Street
Tower 3, Suite 1000
Denver, CO 90202

Attention:        Peter A. Dea, Chairman and Chief Executive Officer

Dear Peter:

After speaking to you last week, I am once again disappointed by your refusal to
meet to discuss our tender offer. Your continued unwillingness to meet with
Shell is difficult to understand, especially in light of my personal
confirmation to you that Shell was ready to discuss increasing its offer price
for Barrett shares. Your repeated insistence that Shell join your "process"
before the Barrett Board will even receive our higher bid seems inappropriate.
At the end of the day, if Shell is the highest bidder for Barrett, whether or
not Shell visited your data room is irrelevant to your shareholders.
Accordingly, the Barrett Board should consider our bid on an equal basis with
all others.

We have heard that you have established an early May bid date for those parties
who have visited your data room. To ensure our offer is fairly considered in
your evaluation, today Shell is increasing the price in our tender offer for all
Barrett shares to $60 per share in cash. This increased price represents a 36%
premium over Barrett's trading levels immediately before we first announced our
offer in early March. We are also extending our tender offer until May 9, 2001.
By that time, your search for strategic alternatives will have spanned more than
two months, which is ample time for you and your advisors to have fully
evaluated the market and considered other bids, if any, that may come out of
your auction process.


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                                                                          PAGE 2

In addition, in the interests of maximizing Barrett shareholder value, we
continue to urge you not to enter into a merger agreement that includes break up
fees for any bidder. If at the end of the auction there is another party willing
to pay more than Shell, so be it, but the Barrett board should not take money
that a bidder is willing to pay for Barrett away from its shareholders. Money
paid to acquire Barrett belongs to the Barrett shareholders, not to the
participants in the auction process.

Once again, we regret having to communicate our offer in such a public forum. We
continue to see Barrett and its employees as the cornerstone of Shell's growth
plans in the Rockies. As your auction process comes to an end, my team and I
look forward to working with you to complete a transaction.


                                           Very truly yours,



                                           Walter van de Vijver


                                       ***


         Additionally, Shell announced today that it intends to mail written
consent materials to Barrett shareholders shortly. The purpose of these
materials is to allow shareholders to remove and replace their existing Board of
Directors outside a scheduled meeting, should it become necessary. Only
shareholders of record on April 19, 2001, a date established by Barrett on April
9, 2001, at Shell's request, will receive these materials.

         Shell also announced today that in consideration of its revised offer,
it will be extending its tender offer for all outstanding shares of Barrett
Resources Corporation (NYSE: BRR) to 12:00 midnight EDT on May 9, 2001. As of
the close of the market on April 25, 2001, 103,644 shares of Barrett stock had
been tendered into Shell's offer.

         Shell Oil Company is a wholly-owned arm of the Royal Dutch/Shell Group
(NYSE: RD, SC).


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         SHELL OIL COMPANY HAS FILED A PRELIMINARY CONSENT STATEMENT AND OTHER
SOLICITATION MATERIALS WITH THE SEC RELATING TO SHELL OIL COMPANY'S SOLICITATION
OF WRITTEN CONSENTS FROM THE SHAREHOLDERS OF BARRETT RESOURCES CORPORATION.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE
CONSENT STATEMENT, WHEN AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. THE DEFINITIVE CONSENT STATEMENT WILL BE FILED BY SHELL OIL COMPANY
WITH THE SEC. INVESTORS AND SECURITY HOLDERS CAN OBTAIN A FREE COPY OF THE
CONSENT STATEMENT (WHEN AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB
SITE.

         IN ADDITION, THE IDENTITY OF PEOPLE WHO, UNDER SEC RULES, MAY BE
CONSIDERED "PARTICIPANTS IN THE SOLICITATION" OF BARRETT SHAREHOLDERS AND THEIR
HOLDINGS OF BARRETT COMMON STOCK ARE CONTAINED IN SHELL OIL COMPANY'S
PRELIMINARY CONSENT STATEMENT FILED WITH THE SEC UNDER REGULATION 14A.

         THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED
ON SHELL OIL COMPANY'S CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS. WORDS
SUCH AS "EXPECTS," "ANTICIPATES," "FORECASTS," "INTENDS," "PLANS," "BELIEVES,"
"PROJECTS," AND "ESTIMATES," AND VARIATIONS OF SUCH WORDS AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.

         THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES AND ARE BASED ON A NUMBER OF ASSUMPTIONS THAT COULD
ULTIMATELY PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THEY
WILL PROVE TO BE ACCURATE.

         ACTUAL RESULTS AND OUTCOMES MAY VARY MATERIALLY FROM WHAT IS EXPRESSED
OR FORECAST IN SUCH STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY ARE CHANGES IN NATURAL GAS PRICES, CHANGES IN
COMPETITIVE OR ECONOMIC CONDITIONS AFFECTING SUPPLY AND DEMAND FOR GAS, PENDING
OR FUTURE LITIGATION, CHANGES IN CURRENT LAWS AND REGULATIONS, AND GENERAL
DOMESTIC AND INTERNATIONAL ECONOMIC AND POLITICAL CONDITIONS. SHELL OIL COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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MEDIA CONTACTS
Kitty Borah/Stacy Hutchinson      Shell Oil Media Relations       (713) 241-4544

INVESTOR RELATIONS CONTACT:
David Sexton                      Shell Oil Investor Relations    (212) 218-3112

WEB SITE INFORMATION              www.shell-barrett.com
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