SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 14A



                    INFORMATION REQUIRED IN PROXY STATEMENT



                           SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

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[ ] Preliminary Proxy Statement                [ ] Confidential, For Use of the
                                                   Commission Only (as permitted
                                                   by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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[X] Soliciting Material under Rule 14a-12


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



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Press Release:

FOR IMMEDIATE RELEASE

CONTACT:
Frank Keller/Robert Howard                            Paul Verbinnen/David Reno/
Barrett Resources                                     Jonathan Gasthalter
303-572-3900                                          Citigate Sard Verbinnen
                                                      212-687-8080

                   BARRETT STATEMENT ON FORMAL COMMENCEMENT
                             OF SHELL TENDER OFFER

     DENVER, CO - March 12, 2001 - Barrett Resources Corporation (NYSE: BRR)
today issued the following statement in response to the formal commencement by
Shell Oil Company of an offer to purchase all of the outstanding shares of
Barrett for $55 per share in cash:

     "On March 8, 2001, the Board of Directors of Barrett Resources, in response
to an unsolicited proposal from Shell Oil Company to acquire Barrett at $55 per
share, announced that it had reviewed, considered and rejected that proposal.
The Board also announced that it will take all necessary steps to maximize
shareholder value and that it had directed management to promptly pursue
strategic alternatives, including seeking proposals from a number of qualified
parties. That process has already commenced."

     "In light of Shell's formal commencement of a tender offer at $55 per
share, the Board of Directors of Barrett will meet to formally consider the
Shell offer and make a recommendation to shareholders with respect to the offer
within 10 business days. Until such time, the Company urges shareholders to take
no action with respect to their holdings of Barrett."

     Barrett Resources is a Denver-based independent natural gas and oil
exploration and production company that is also involved in gas gathering,
marketing and trading activities. Barrett's properties are focused primarily in
the Rocky Mountain region of Colorado, Wyoming and Utah, the Mid-Continent area
of Kansas, and Oklahoma and the Gulf of Mexico region of offshore Texas and
Louisiana. For additional information about Barrett, please visit our Web site
at www.brr.com.



Forward-Looking Statements

This press release may contain projections and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended.  Such projections or statements include the Company's current views
with respect to future events, financial performance, Board decisions with
respect to modifying the process described herein, and expectations of responses
by potential qualified parties.  No assurances can be given, however, that these
events will occur or that such projections will be achieved and actual results
could differ materially from those projected.  A discussion of important factors
that could cause actual results to differ materially from those projected is
included in the Company's periodic reports filed with the Securities and
Exchange Commission.

                                     # # #


     IN RESPONSE TO THE TENDER OFFER COMMENCED BY SHELL OIL COMPANY THROUGH ITS
INDIRECT WHOLLY OWNED SUBSIDIARY SRM ACQUISITION COMPANY ON MARCH 12, 2001,
BARRETT RESOURCES CORPORATION WILL FILE WITH THE SEC ITS RECOMMENDATION TO
STOCKHOLDERS REGARDING THE TENDER OFFER. IN RESPONSE TO ANY CONSENT SOLICITATION
THAT MAY BE COMMENCED BY SHELL AND SRM ACQUISITION IN CONNECTION WITH THE TENDER
OFFER, BARRETT WOULD FILE WITH THE SEC ANY CONSENT REVOCATION STATEMENT AND ANY
OTHER SOLICITATION MATERIALS THAT MAY BE PREPARED BY BARRETT IN RESPONSE TO
SHELL'S CONSENT SOLICITATION.

     STOCKHOLDERS AND INVESTORS ARE STRONGLY ADVISED TO READ ANY DEFINITIVE
CONSENT REVOCATION STATEMENT, IF AND WHEN IT IS FILED AND BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. ANY DEFINITIVE CONSENT REVOCATION
STATEMENT WOULD BE FILED BY BARRETT WITH THE SEC. STOCKHOLDERS AND INVESTORS
WILL BE ABLE TO OBTAIN A FREE COPY OF THE CONSENT REVOCATION STATEMENT (IF AND
WHEN FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT
WWW.SEC.GOV. ANY DEFINITIVE CONSENT REVOCATION STATEMENT AND RELATED MATERIALS
MAY ALSO BE OBTAINED FOR FREE BY DIRECTING A REQUEST TO BARRETT RESOURCES
CORPORATION--INVESTOR RELATIONS AT (303) 572-3900.

                     CERTAIN INFORMATION REGARDING PERSONS
                     WHO MAY BE DEEMED TO BE  PARTICIPANTS

     Barrett, its directors and certain of its executive officers may be deemed
to be participants in any solicitation of consent revocations made in response
to any consent solicitation that may be conducted by Shell and SRM Acquisition.
Information regarding shares of Barrett common stock, par value $0.01 per share,
beneficially owned by Barrett's directors and executive officers is included in
Barrett's proxy statement for its 2000 annual meeting, filed with the SEC on
March 29, 2000, and in filings made by Barrett's directors and executive
officers with the SEC after that date. Barrett's proxy statement for its 2000
annual meeting can be obtained on the SEC's web site at www.sec.gov. Free copies
of that proxy statement and any subsequent filing made by Barrett's directors
and executive officers in respect of their beneficial ownership of the common
stock can be obtained by directing a request to Barrett Resources Corporation --
Investor Relations at (303) 572-3900.