<PAGE> 1
As filed with the Securities and Exchange Commission on March 27, 1997
Registration No._________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
Vastar Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4446177
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
15375 Memorial Drive
Houston, Texas 77079
(Address, including zip code,
of registrant's principal executive offices)
____________________
VASTAR RESOURCES, INC.
EXECUTIVE LONG-TERM INCENTIVE PLAN
(Full title of the plan)
_____________________
ALBERT D. HOPPE
Vice President, General Counsel and Secretary
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
(281) 584-6027
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED(2) PROPOSED(2)
TITLE OF AMOUNT(1) MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 $30.00 $30,000,000 $9,090.91
value $0.01 per share
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______________________________________________________________________________
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(1) These are additional shares being registered pursuant to General
Instruction E to Form S-8. The number of shares of common stock registered
herein is subject to adjustment to prevent dilution resulting from stock
splits, stock dividends and similar transactions.
(2) In accordance with Rule 457(c), the aggregate offering price and the
amount of the registration fee are computed on the basis of the average of
the high and low prices of a share of the Company's Common Stock as reported
on the New York Stock Exchange on March 24, 1997.
______________________________
Page 1 of 5 sequentially numbered pages.
The Index to Exhibits appears on sequential page 5.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E of Form
S-8 for the purpose of registering additional shares of Common Stock, par value
$0.01 per share, of Vastar Resources, Inc., a Delaware corporation, for the
Vastar Resources, Inc. Executive Long-Term Incentive Plan.
INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 filed by Vastar Resouces, Inc. under
Registration No. 33-87814 are hereby incorporated by reference.
ITEM 8. EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
______________ ____________
<S> <C>
5 Opinion of Albert D. Hoppe, Esq., dated March 27, 1997,
as to the validity of the shares of Common Stock of the
Registrant being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Albert D. Hoppe, Esq. (included in Exhibit 5)
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas,
on March 27, 1997.
Vastar Resources, Inc.
By: /s/ Michael E. Wiley
___________________________
Michael E. Wiley,
Chairman of the Board, President and
Chief Executive Officer
______________________
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
_________ _____ ____
/s/ Jimmie D. Callison Director March 27, 1997
_____________________________
Jimmie D. Callison
/s/ Terry G. Dallas Director March 27, 1997
_____________________________
Terry G. Dallas
/s/ Charles D. Davidson Senior Vice President March 27, 1997
_____________________________ and Director
Charles D. Davidson
/s/ Linda G. Havard Director March 27, 1997
_____________________________
Linda G. Havard
/s/ Marie L. Knowles Director March 27, 1997
_____________________________
Marie L. Knowles
/s/ Robert C. LeVine Director March 27, 1997
_____________________________
Robert C. LeVine
/s/ Joseph P. McCoy Vice President March 27, 1997
_____________________________ and Controller
Joseph P. McCoy
(Principal accounting officer)
/s/ William D. Schulte Director March 27, 1997
_____________________________
William D. Schulte
-3-
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/s/ Steven J. Shapiro Senior Vice President, Chief March 27, 1997
_____________________________ Financial Officer and
Steven J. Shapiro Director
(Principal financial officer)
/s/ Michael E. Wiley Chairman of the Board, March 27, 1997
_____________________________ President and Chief Executive
Michael E. Wiley Officer
(Principal executive officer)
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<PAGE> 5
INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Description
_____ ___________
<S> <C>
5 Opinion of Albert D. Hoppe, Esq. dated March 27, 1997, as
to the validity of the shares of Common Stock of the Registrant
being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Albert D. Hoppe, Esq. (included in Exhibit 5).
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</TABLE>
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EXHIBIT 5
(Vastar Logo)
Vastar Resources, Inc. Legal and Government Relations Department
15375 Memorial Drive
Houston, Texas 77079
(281) 584-6027
(281) 584-3492 Fax
Albert D. Hoppe
Vice President, General Counsel and Secretary
March 27, 1997
Board of Directors
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
OPINION OF COUNSEL
I am Vice President, General Counsel and Secretary of Vastar Resources, Inc.
(the "Company") and have acted as counsel for the Company in connection with
its Registration Statement on Form S-8 (the "Registration Statement")
relating to the registration under the Securities Act of 1933, as amended, of
an additional 1,000,000 shares of the Company's common stock, $0.01 par value
(the "Common Stock") issuable pursuant to the Company's Executive Long-Term
Incentive Plan (the "Plan").
As the basis for the opinion hereinafter expressed, I have examined such
statutes, regulations, records and documents, certificates of corporate and
public officials and other instruments as I have deemed necessary or
advisable for the purposes of this opinion. In such examination, I have
assumed the authenticity of all documents submitted to me as originals and
the conformity with the original documents of all documents submitted to me
as copies.
Based on the foregoing, certain consultations with officers, employees and
agents of the Company and on such legal considerations as I deem relevant, I
am of the opinion that the shares of Common Stock to be issued by the Company
pursuant to the Plan, when issued in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
I am a member of the Bars of the States of Colorado, Missouri and Texas and
I am familiar with the general corporation law of the State of Delaware and
the laws of the United States, insofar as necessary for purposes of rendering
this opinion.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Albert D. Hoppe
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 12, 1997, on our audits of the
consolidated financial statements of Vastar Resources, Inc., as of
December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Houston, Texas
March 26, 1997
