SC 14D9/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                 SCHEDULE 14D-9

          SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 4)

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                         BARRETT RESOURCES CORPORATION
                           (Name of Subject Company)

                         BARRETT RESOURCES CORPORATION
                      (Name of Person(s) Filing Statement)

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                     Common Stock, Par Value $.01 Per Share
           (Including the Associated Preferred Stock Purchase Rights)
                         (Title of Class of Securities)

                                   068480201
                       (CUSIP Number of Class Securities)

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                              Eugene A. Lang, Jr.
                           Executive Vice President,
                         General Counsel and Secretary
                         Barrett Resources Corporation
                              1515 Arapahoe Street
                              Tower 3, Suite 1000
                             Denver, Colorado 80202
                                 (303) 572-3900
      (Name, Address and Telephone Number of Person Authorized to Receive
    Notices and Communications on behalf of the Person(s) Filing Statement)

                                   Copies to:

                                 Thomas A. Cole
                                  Paul L. Choi
                               Michael A. Gordon
                                Sidley & Austin
                                 Bank One Plaza
                            10 South Dearborn Street
                            Chicago, Illinois 60603
                                 (312) 853-7000

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   This Amendment No. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on March 23, 2001 (as amended, the "Schedule 14D-9") by
Barrett Resources Corporation, a Delaware corporation (the "Company"), relating
to the tender offer by SRM Acquisition Company, a Delaware corporation
("Bidder") and an indirect wholly-owned subsidiary of Shell Oil Company, a
Delaware corporation ("Shell"), to purchase all of the outstanding common
stock, par value $.01 per share, of the Company, together with the associated
Rights. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Schedule 14D-9.

Item 8. Additional Information

   Item 8 of Schedule 14D-9 is hereby amended and supplemented as follows:

   On April 20, 2001, the Company issued a press release, a copy of which is
filed as Exhibit (a)(2)(v) hereto and is incorporated herein by reference.

Item 9. Material to be Filed as Exhibits.

Exhibit (a)(2)(v) Text of Press Release dated April 20, 2001 issued by the
                  Company.

                                       1


                                   SIGNATURE

   After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                          BARRETT RESOURCES CORPORATION

                                                /s/ Peter A. Dea
                                          By: _________________________________
                                            Name: Peter A. Dea
                                            Title:  Chairman of the Board and
                                                  Chief Executive Officer

Dated: April 23, 2001


                                 EXHIBIT INDEX

Exhibit (a)(2)(v) Text of Press Release dated April 20, 2001 issued by the
                  Company.

EX-99.(A)(2)(IV)

BARRETT RESOURCES CORPORATION                                  Exhibit (a)(2)(v)

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

              BARRETT COMMENTS ON EXTENSION OF SHELL TENDER OFFER

        DENVER, CO - April 20, 2001 - Barrett Resources Corporation (NYSE: BRR)
today commented on Shell Oil Company's extension of its tender offer for all
outstanding shares of Barrett.

        Noting that, on March 8, 2001, the Barrett Board announced it was taking
all necessary steps to maximize shareholder value by seeking proposals from
qualified parties to attain a full appreciation of Barrett's assets, Peter A.
Dea, Chairman and Chief Executive Officer of Barrett said, "We are very pleased
with our process and it is proceeding expeditiously."

        Commenting on Shell's tender extension, Dea said, "We continue to urge
shareholders not to tender into the Shell offer or grant any written consents
they may seek."

        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 HAS FILED 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, 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.  BARRETT HAS FILED WITH THE SEC A PRELIMINARY
CONSENT REVOCATION STATEMENT AND OTHER SOLICITATION MATERIALS IN RESPONSE TO A
PRELIMINARY CONSENT SOLICITATION STATEMENT FILED BY SHELL WITH THE SEC.
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 ANY DEFINITIVE
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

IN ADDITION, THE IDENTITY OF PEOPLE WHO, UNDER SEC RULES, MAY BE CONSIDERED
PARTICIPANTS IN THE SOLICITATION OF CONSENT REVOCATIONS FROM BARRETT
STOCKHOLDERS AND SUCH PERSONS' HOLDINGS OF BARRETT COMMON STOCK ARE CONTAINED IN
BARRETT'S PRELIMINARY CONSENT REVOCATION STATEMENT FILED WITH THE SEC UNDER
REGULATION 14A.

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