VASTAR RESOURCES INC
8-K, 2000-04-28
CRUDE PETROLEUM & NATURAL GAS
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                                   FORM 8-K



                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549


                           _________________________



                                CURRENT REPORT



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

                                Date of Report:

                                April 28, 2000



                            VASTAR RESOURCES, INC.
              (exact name of registrant as specified in charter)


Delaware                        1-13108            95-4446177
(State or other              (Commission          (IRS Employer
jurisdiction of              File Number)         Identification No.)
Incorporation)


                  15375 Memorial Drive, Houston, Texas 77079
              (Address of Principal executive offices) (Zip Code)


     Registrant's telephone number, including area code:   (281) 584-6000
<PAGE>


Item 5.   Other Events.

  Attached as Exhibit 99.1 to this Form 8-K is a press release announcing the
postponement of Vastar's Annual Meeting of Stockholders.


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<PAGE>

                                   SIGNATURE



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

                                           VASTAR RESOURCES, INC.
                                           (Registrant)



Dated:    April 28, 2000

                                           /s/  Steven J. Shapiro
                                           ___________________________
                                           (signature)
                                           Steven J. Shapiro
                                           Senior Vice President and Chief
                                           Financial Officer
                                           (Duly Authorized Officer and
                                           Principal Financial Officer)



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<PAGE>

                                 EXHIBIT INDEX

Exhibit
No.        Description
_______    ___________

99.1       Press Release Dated April 28, 2000 Regarding Postponement of
           Vastar's  Annual Meeting of Stockholders.


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<PAGE>

                                                                    EXHIBIT 99.1

                                                                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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<PAGE>

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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