VASTAR RESOURCES INC
SC14D9C, 2000-04-28
CRUDE PETROLEUM & NATURAL GAS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             --------------------

                                SCHEDULE 14D-9
         Solicitation/Recommendation Statement Under Section 14(d)(4)
                    of the Securities Exchange Act of 1934

                             --------------------


                            VASTAR RESOURCES, INC.
                           (Name of Subject Company)


                            VASTAR RESOURCES, INC.
                     (Name of Person(s) Filing Statement)

                    Common Stock, par value $0.01 Per Share
                        (Title of Class of Securities)

                                   922380100
                     (CUSIP Number of Class of Securities)

                                Albert D. Hoppe
                 Vice President, General Counsel and Secretary
                            Vastar Resources, Inc.
                             15375 Memorial Drive
                             Houston, Texas 77079
                           Telephone: (281) 584-6027

                               Charles M. Nathan
                    Fried Frank Harris Shriver and Jacobson
                              One New York Plaza
                           New York, New York 10004
                           Telephone: (212) 859-8000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing
Statement)


  [X]  Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.*

  *This Schedule 14d-9 relates to the proposed offer by BP Amoco p.l.c.
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                                                                NR00-13
                                                             April 28, 2000

FOR IMMEDIATE RELEASE
VASTAR POSTPONES ANNUAL MEETING OF STOCKHOLDERS
- -----------------------------------------------

     Houston, TX -- Vastar Resources, Inc. (NYSE: VRI) today announced the
postponement of its annual meeting of stockholders, pending future developments
related to BP Amoco p.l.c.'s announced intention to make a tender offer for
Vastar's outstanding shares.  The meeting was originally scheduled for May 17.
A new meeting date has not yet been set.

     Vastar Resources, Inc., headquartered in Houston, Texas, finds, develops
and produces natural gas and liquid hydrocarbons.  The company is active in more
than 100 producing fields, with exploration and production activities in the
Gulf of Mexico shelf and deepwater, Gulf Coast, Rocky Mountains and Mid-
Continent areas.  BP Amoco owns indirectly approximately 81.9 percent of
Vastar's common stock.  Additional information on Vastar is available on the
company's website at www.vastar.com.

                                      ###

Contacts:    James Bartlett  (281) 584-3448 (media)
             Ellen DeSanctis  (281) 584-3477 (financial)


As previously announced on March 16, 2000, BP Amoco advised Vastar's board of
its intention to commence a tender offer for the minority stockholding of the
company.  Vastar shareholders are strongly advised to read both the tender offer
statement and the solicitation/recommendation statement regarding the tender
offer when they become available, as these statements will contain

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important information relating to the tender offer. Shareholders will be able to
obtain these statements and any amendments thereto and other filed documents for
free at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, Vastar Resources, Inc. will make the
solicitation/recommendation statement and any amendments thereto available for
free to Vastar's shareholders. Please direct your request for the solicitation/
recommendation statement to Ellen DeSanctis, Manager of Investor Relations and
Corporate Communications, Vastar Resources, Inc., 15375 Memorial Drive, Houston,
Texas 77079, Telephone (281) 584-3477.

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