BARRETT RESOURCES CORP
8-K, 1999-08-23
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION


                           Washington, D.C.   20549



                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported):  August 20, 1999



                         Barrett Resources Corporation
                 ---------------------------------------------
            (Exact name of registrant as specified in its charter)



         Delaware                      1-13446                 84-0832476
- ----------------------------       ----------------        -------------------
(State or other jurisdiction       (Commission File        (IRS Employer
 of incorporation)                 Number)                 Identification No.)



      1515 Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado  80202
   ------------------------------------------------------------------------
            (Address of principal executive offices)            (Zip Code)



       Registrant's telephone number, including area code (303) 572-3900
                                                          --------------
<PAGE>

Item 5.  Other Events.
         ------------

         On August 20, 1999, the Registrant issued the press release which is
attached to this Report on Form 8-K as Exhibit 99.1.

Item 7.  Financial Statements And Exhibits.
         ---------------------------------

         (c)   Exhibits.
               --------

                                 Exhibit Index
                                 -------------

Exhibit
Number   Description
- ------   -----------

99.1     Press release issued by the Registrant dated August 20, 1999.


                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  August 23, 1999        BARRETT RESOURCES CORPORATION



                              By:    /s/ William J. Barrett
                                 -------------------------------------------
                                 William J. Barrett, Chief Executive Officer

                                       2

<PAGE>

                                 EXHIBIT 99.1


On August 20, 1999, the Registrant issued the following press release:

"FOR IMMEDIATE RELEASE                                 Contact: Robert W. Howard
- ----------------------                                         Larry C. Busnardo
                                                                  (303) 572-3900


                      BARRETT RESOURCES ANNOUNCES IT WILL
                     ------------------------------------
                       RETAIN GULF OF MEXICO PROPERTIES
                      AND INCREASE 1999 CAPITAL SPENDING

Denver, Colo., Aug. 20, 1999 -- Barrett Resources Corporation (NYSE: BRR)
announced today that, following a complete review of the bids received for its
Gulf of Mexico assets, it will retain these properties due to inadequate
purchase offers.  Barrett began a sales effort in May 1999 to solicit bids to
divest itself of these properties.  This decision does not change the Company's
focus on the Rocky Mountain Region and developing its Rocky Mountain asset base.
Capital expenditures for the Gulf of Mexico for 1999 are budgeted at $4 million,
representing less than 3% of the Company's total budget.  The Gulf of Mexico
properties currently contribute approximately 30 million cubic feet of gas per
day and 350 barrels of oil per day to the Company's total production.

Separately, Barrett announced that its Board of Directors approved a 17%
increase to the 1999 capital expenditure budget from $111 million to $130
million. Over 85% of the Company's capital investment is designated to the Rocky
Mountain Region with the increased expenditures primarily being directed towards
the Company's Piceance, Wind River and Powder River - Coal Bed Methane basin
properties.

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,
Oklahoma, New Mexico and Texas, 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.  Any such projections or statements reflect the Company's current views
with respect to future events and financial performance.  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.

                                      ###"


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