1
                                                               EXHIBIT (a)(l)(x)

May 2, 2001


                                   MEMORANDUM



TO:      Board of Directors
         Barrett Resources Corporation

FROM:    SRM Acquisition Company


         SRM Acquisition Company, an indirect wholly owned subsidiary of Shell
Oil Company, is pleased to accept your invitation to submit an offer for
Barrett. We have attached our mark-up of your form of merger agreement, which
reflects our bid of $60 cash per share of Barrett common stock. We are prepared
to negotiate all terms of the agreement, including price; therefore, do NOT
consider this our final and highest price. As you know, we have the financial
resources to immediately fund any offer we may propose.

         Our mark-up to the merger agreement includes minimal revisions, and we
note these features for your consideration:

               (1) Tender Offer Timing. We propose to leave our tender offer
         open to expedite the receipt of cash by the Barrett shareholders if our
         bid is accepted.

               (2) Tender Offer Conditions. Your tender offer conditions are not
         materially different from ours, so we propose to continue our
         conditions.

               (3) No Break-Up Fee. We have deleted your break-up fee provision
         and urge you to do the same with any other bidder whose offer you might
         choose to accept, so that the Barrett shareholders will be assured of
         receiving all the cash that the final, winning bidder has to offer.

         We feel disadvantaged with your current process given our outstanding
tender offer, which would require us to publicly disclose any change in our
price proposal, to the detriment of our competitive position. Nevertheless your
shareholders are advantaged by our keeping the tender offer open as it will
expedite our ability to deliver cash to your shareholders.

                  You have repeatedly said that you want to maximize shareholder
value through this auction process, and we hope you will conduct a fair, open
and honest auction. In this connection, we trust that you will afford us the
opportunity to negotiate a transaction with you. You know that we are prepared
to participate in an open and honest auction, and any other course would be a
disservice to your shareholders.

         We are prepared as always to meet with you on very short notice.

                                            SRM Acquisition Company



                                            By: /s/ Jeri Eagan
                                                Vice President - Finance and
                                                Chief Financial Officer