<PAGE>
 
   As filed with the Securities And Exchange Commission on December 19, 1996

                                                   Registration No. ____________
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         BARRETT RESOURCES CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                         84-0832476
------------------------                   ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


1515 Arapahoe Street, Tower 3, Suite 1000   Denver, Colorado               80202
--------------------------------------------------------------------------------
(Addresss of Principal Executive Offices)                            (Zip  Code)


                         BARRETT RESOURCES CORPORATION
                 1990 STOCK OPTION PLAN, 1994 STOCK OPTION PLAN
                                      AND
                      NON-DISCRETIONARY STOCK OPTION PLAN

--------------------------------------------------------------------------------
                           (Full titles of the plans)

     Eugene A. Lang, Jr., Esq., Senior Vice President and General Counsel
                         Barrett Resources Corporation
                   1515 Arapahoe Street, Tower 3, Suite 1000
                            Denver, Colorado 80202
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (303) 572-3900
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Alan L. Talesnick, Esq.
                            Francis B. Barron, Esq.
                          Bearman Talesnick & Clowdus
                           Professional Corporation
                      1200 Seventeenth Street, Suite 2600
                            Denver, Colorado 80202
                                (303) 572-6500
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
Title Of Securities     Amount To Be       Proposed        Proposed       Amount Of
 To Be Registered        Registered        Maximum         Maximum      Registration
                                        Offering Price     Aggregate      Fee (1)
                                         Per Unit (1)    Offering Price
-------------------------------------------------------------------------------------
<S>                <C>                    <C>            <C>               <C>
Common Stock,      1,975,000 shares (2)   $37.625        $38,639,750 (3)   $7,496 (3)
 $.01 par value               
=====================================================================================
</TABLE>

(1)  The Proposed Maximum Offering Price Per Unit shown was calculated pursuant
     to Rule 457(h) based upon the average of the high and low reported sales
     prices of the Company's common stock on the New York Stock Exchange on
     December 16, 1996, which is within five business days of the date of filing
     (December 16, 1996) of this Registration Statement.  This amount is used
     for shares for which the exercise price is unknown because options
     representing those shares have not yet been granted.  The exercise prices
     for shares underlying options that previously have been granted range from
     $3.875 to $42 per share.

(2)  Consists of 775,000 shares issuable pursuant to the Company's 1990 Stock
     Option Plan, 1,000,000 shares issuable pursuant to the Company's 1994 Stock
     Option Plan, and 200,000 shares issuable pursuant to the Company's Non-
     Discretionary Stock Option Plan.

(3)  In accordance with General Instruction E to Form S-8, the Registration Fee
     is calculated only with respect to the additional securities (600,000
     additional shares pursuant to the 1994 Stock Option Plan and 100,000 shares
     pursuant to the Non-Discretionary Stock Option Plan for a maximum offering
     price of $21,738,425) included in this Registration Statement on Form S-8.


                           _________________________


                                      -2-
<PAGE>
 
          INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE

     This Registration Statement on Form S-8 of Barrett Resources Corporation
(the "Company") incorporates by reference the contents of the Company's
Registration Statement on Form S-8 (Securities And Exchange Commission File No.
33-90450) as filed with the Securities And Exchange Commission on March 17,
1995.

                             THE STOCK OPTION PLANS

     This Registration Statement relates to 775,000 shares of common stock, $.01
par value (the "Common Stock"), of Barrett Resources Corporation (the "Company")
issuable upon the exercise of stock options that have been granted to key
employees of the Company and its subsidiaries and others pursuant to the
Company's 1990 Stock Option Plan (the "1990 Plan"), which was approved by the
Company's stockholders at the June 21, 1990 Annual Meeting Of Stockholders, and
which was amended by the Company's stockholders at the March 17, 1994 Annual
Meeting Of Stockholders to increase the number of shares issuable upon the
exercise of stock options under the 1990 Plan from 600,000 to 775,000.

     This Registration Statement also relates to 1,000,000 shares of Common
Stock issuable upon the exercise of stock options that have been granted or may
be granted to key employees of the Company and its subsidiaries and others
pursuant to the Company's 1994 Stock Option Plan (the "1994 Plan").  The 1994
Plan was approved by the Company's Board Of Directors effective as of April 1,
1994, and amended by the Board Of Directors on December 15, 1994 to increase the
number of shares issuable upon the exercise of stock options under the 1994 Plan
from 200,000 to 400,000.  The 1994 Plan was approved by the Company's
stockholders at the Annual Meeting Of Stockholders held on March 16, 1995.  The
1994 Plan was amended by the Company's stockholders at the Annual Meeting Of
Stockholders held on June 5, 1996 to increase the number of shares issuable upon
the exercise of stock options under the 1994 Plan from 400,000 to 1,000,000.

     This Registration Statement also relates to 200,000 shares of the Company's
Common Stock issuable upon the exercise of stock options that have been granted
or may be granted to non-employee directors of the Company pursuant to the
Company's Non-Discretionary Stock Option Plan (the "Non-Discretionary Plan"),
which was approved by the Company's stockholders at the April 4, 1991 Annual
Meeting Of Stockholders, and which was amended by the Company's stockholders at
the Annual Meeting Of Stockholders held on June 5, 1996 to increase from 100,000
to 200,000 the number of shares that may be issued pursuant to options granted
under the Non-Discretionary Plan.

     This Registration Statement also relates to the resale of 287,780 shares of
Common Stock that have been or may be acquired by certain persons upon the
exercise of options granted pursuant to the 1990 Plan, 510,100 shares of Common
Stock that have been or may be acquired by certain persons upon the exercise of
options granted pursuant to the 1994 Plan, and 100,000 shares of Common Stock
that may be acquired by non-employee directors upon the exercise of options
granted pursuant to the Non-Discretionary Plan.  The portion of this
Registration Statement which relates to the resale of the aggregate of 897,880
shares of Common Stock is found at pages 12 through 15 of this Registration
Statement.


                                      -3-
<PAGE>
 
PROSPECTUS

                                 897,880 Shares

                         BARRETT RESOURCES CORPORATION

                                  Common Stock

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


     The 897,880 shares of $.01 par value Common Stock (the "Common Stock") of
Barrett Resources Corporation (the "Company") offered hereby consist of shares
which have been or may be acquired by certain persons upon exercise of options
granted to them by the Company as stated under "Prospective Selling
Stockholders".  None of the proceeds from any resale of these shares will be
received by the Company.  The Company will receive proceeds only from the
exercise of the outstanding options described below under "Prospective Selling
Stockholders" and "Plan Of Distribution".

     The Common Stock of the Company is traded on the New York Stock Exchange
("NYSE") under the symbol "BRR".  On December 16, 1996, the last reported sale
price for the Company's Common Stock on the NYSE was $37 per share.

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

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
     ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
     CRIMINAL OFFENSE.

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

     AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
     RISK. SEE "RISK FACTORS".

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

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
     HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

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



                The date of this Prospectus is December 19, 1996


                                      -4-
<PAGE>
 
                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities And Exchange
Commission (the "Commission").  Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the following regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.  Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

     The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended, with respect to the shares of Common
Stock covered by this Prospectus.  This Prospectus does not contain all of the
information set forth in the Registration Statement and exhibits thereto.
Copies of the Registration Statement and exhibits are on file with the
Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.

     Company's common stock is listed on the New York Stock Exchange (the
"NYSE") and reports and proxy and information statements concerning the Company
may be inspected at the offices of the NYSE at 20 Broad Street, New York, New
York 10005.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission (File No.
1-13446) are incorporated by reference in this Prospectus:

     1.  The Company's Annual Report on Form 10-K for the period ended December
31, 1995;

     2.  The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;

     3.  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
October 27, 1994; and

     4.  The Company's Notice and Proxy Statement dated April 11, 1996
concerning the Company's Annual Meeting of Stockholders held on June 5, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c) and 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares covered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document  which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the documents incorporated herein by reference,
other than exhibits to such documents.  Requests for such copies should 


                                      -5-
<PAGE>
 
be directed to the Corporate Secretary, Barrett Resources Corporation, 1515
Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80202, telephone (303)
572-3900.


                                      -6-
<PAGE>

                ---------------------------------------------- 
                               TABLE OF CONTENTS
                ----------------------------------------------

 
AVAILABLE INFORMATION.............................  5
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...  5
 
THE COMPANY.......................................  8
 
RISK FACTORS...................................... 10
 
PROSPECTIVE SELLING STOCKHOLDERS.................. 12
 
PLAN OF DISTRIBUTION.............................. 15
 
LEGAL MATTERS..................................... 16
 
EXPERTS........................................... 16
 
INDEMNIFICATION................................... 16
 


                                      -7-
<PAGE>
 
                                  THE COMPANY

     Barrett Resources Corporation (the "Company") was organized as a Colorado
corporation in 1980 under the name AIMEXCO, Inc.  In December 1983, the Company
acquired Barrett Energy Company ("Barrett Energy"), which owned oil and gas
leases in the Wattenberg Field and other areas.  The acquisition resulted in the
former shareholders of Barrett Energy owning 71.5 percent of the Company's
shares.  In 1984, the Company changed its name to Barrett Resources Corporation,
and in 1987 the Company changed its state of incorporation from Colorado to
Delaware.  In July 1995, Plains Petroleum Company ("Plains") became a wholly-
owned subsidiary of the Company by merging with a subsidiary of the Company.
The executive offices of the Company are located at 1515 Arapahoe Street, Tower
3, Suite 1000, Denver, Colorado 80202, and its telephone number at that address
is (303) 572-3900.

     The Company is an independent natural gas and crude oil exploration and
production company with core areas of activity in the Rocky Mountain region of
Colorado and Wyoming; the Mid-Continent region of Kansas and Oklahoma; the
Permian Basin of Texas and New Mexico; the Gulf Coast area of Louisiana and
Texas; and the shallow waters of the Gulf of Mexico.  During 1995, the Company's
total production was 57.9 Bcfe, which consisted of 82% natural gas and 18% crude
oil.  At December 31, 1995, the Company's estimated proved reserves were 591.3
Bcfe with an implied reserve life of 10.2 years based on 1995 production.

     The Company concentrates its activities in core areas in which it has
accumulated detailed geologic knowledge and developed significant management
experience.  The Company has developed and continues to build on its interests
in the Piceance Basin in northwestern Colorado, the Anadarko and Arkoma Basins
in Oklahoma, and the Wind River Basin in Wyoming.  As a result of the July 1995
merger with Plains, the Company acquired significant interests in the Hugoton
Embayment in Kansas and Oklahoma, the Permian Basin in Texas and New Mexico, and
the Powder River Basin in Wyoming.  Recently, the Company expanded into the
Louisiana and Texas Gulf Coast and in the shallow waters of the Gulf of Mexico.
At December 31, 1995, these principal areas of focus represented an aggregate of
approximately 93% of the Company's estimated proved reserves.

     In addition to these development drilling programs, the Company is engaged
in several exploration projects in the Wind River and Anadarko Basins and the
Gulf Coast/Gulf of Mexico area.  Barrett believes these projects will enhance
its reserve base and financial position, although there can be no assurance this
will occur.  The Company also is evaluating opportunities to develop expertise
and undertake exploration in selected international projects.

     As of December 31, 1995, the Company owned interests in 2,057 producing
wells and operated 1,061, or 52%, of these wells.  These operated wells
contributed approximately 90% of the Company's 1995 gas and oil production.  The
Company also owns interests in and operates a gas gathering system, a 27-mile
pipeline and a gas processing plant in the Piceance Basin.

     The Company markets all of its own gas and oil production from wells that
it operates.  In addition, the Company engages in natural gas trading
activities, which involve purchasing gas from third parties and selling gas to
other parties at prices and volumes that management anticipates will result in
profits to the Company.  Through these trading activities, the Company obtains
knowledge and information that enables it to more effectively market its own
production.


                                      -8-
<PAGE>
 
     At the June 1990 and April 1991 Annual Meetings Of Stockholders of the
Company, the Stockholders approved the 1990 Plan, as amended,  and the Non-
Discretionary Plan, respectively.  At the June 1993 Annual Meeting Of
Stockholders, the stockholders approved an increase in the number of shares
subject to the 1990 Plan.  At the March 1994 Annual Meeting Of Stockholders, the
stockholders approved another increase in the number of shares subject to the
1990 Plan.  At the March 1995 Annual Meeting Of Stockholders, the stockholders
approved the 1994 Plan.  At the June 1996 Annual Meeting Of Stockholders, the
stockholders approved an increase in the number of shares subject to each of the
Non-Discretionary Plan and the 1994 Plan.  Pursuant to the terms of the 1990
Plan, as amended, the Company is authorized to grant options to purchase an
aggregate of 775,000 shares of Common Stock to key employees and others and,
pursuant to the terms of the 1994 Plan, as amended, the Company is authorized to
grant options to purchase an aggregate of 1,000,000 shares of Common Stock to
key employees and others.  Pursuant to the terms of the Non-Discretionary Plan,
as amended, the Company is authorized to grant options to purchase up to an
aggregate of 200,000 shares of Common Stock to non-employee directors.  This Re-
Offer Prospectus relates to the resale of shares which have been or may be
acquired by certain persons upon exercise of options that were granted under one
or more of these plans.


                                      -9-
<PAGE>
 
                                  RISK FACTORS

     Prospective Investors should carefully consider, together with the other
information herein, the following factors that affect the Company.

Gas And Oil Prices; Marketability Of Production
-----------------------------------------------

     The Company's revenues, profitability and future rate of growth are
substantially dependent upon prevailing prices for natural gas and oil.  Gas and
oil prices can be extremely volatile and in recent years have been depressed by
excess total domestic and imported supplies.  There can be no assurance that
current price levels can be sustained.  Prices are also affected by actions of
state and local agencies, the United States and foreign governments, and
international cartels.  These external factors and the volatile nature of the
energy markets make it difficult to estimate future prices of natural gas and
oil.  Any substantial or extended decline in the price of natural gas would have
a material adverse effect on the Company's financial condition and results of
operations, including reduced cash flow and borrowing capacity.  All of these
factors are beyond the control of the Company.  In the past, when natural gas
prices were deemed by the Company to be too low, the Company shut in production
from certain wells, which restricted the Company's cash flow.  Sales of natural
gas and oil are seasonal in nature, leading to substantial differences in cash
flow at various times throughout the year.  The marketability of the Company's
production depends in part upon the availability, proximity and capacity of gas
gathering systems, pipelines and processing facilities.  Federal and state
regulation of gas and oil production and transportation, general economic
conditions, changes in supply and changes in demand all could adversely affect
the Company's ability to produce and market its natural gas and oil.  If market
factors were to change dramatically, the financial impact on the Company could
be substantial.  The availability of markets and the volatility of product
prices are beyond the control of the Company and thus represent a significant
risk.

     The Company reports its operations using the full cost method of accounting
for gas and oil properties.  Under full cost accounting rules, the net
capitalized costs of gas and oil properties may not exceed a "ceiling" limit of
the present value of estimated future net revenues from proved reserves,
discounted at 10 percent, plus the lower of cost or fair market value of
unproved properties.  This rule requires calculating future revenues at
unescalated prices in effect as of the end of each fiscal quarter and requires a
write-down if the net capitalized costs of the gas and oil properties exceed the
ceiling limit, even if price declines are temporary.  The risk that the Company
will be required to write down the carrying value of its gas and oil properties
increases when gas and oil prices are depressed or unusually volatile.  A
ceiling limitation write-down is a one-time charge to earnings which does not
impact cash flow from operating activities.

     The Company's revenues also depend on its level of success in acquiring or
finding additional reserves.  Except to the extent that the Company acquires
properties containing proved reserves or conducts successful exploration and
development activities, or both, the proved reserves of the Company will decline
as reserves are produced.  There can be no assurance that the Company's planned
exploration and development projects will result in significant additional
reserves or that the Company will have future success in drilling productive
wells at low reserve replacement costs.


                                      -10-
<PAGE>
 
General Risks Of Gas And Oil Operations
---------------------------------------

     The Company competes in the areas of gas and oil exploration, production,
development and transportation with other companies, many of which may have
substantially larger financial and other resources.  The nature of the gas and
oil business also involves a variety of risks, including the risks of operating
hazards such as fires, explosions, cratering, blow-outs, encountering formations
with abnormal pressures, and, in horizontal wellbores, the increased risk of
mechanical failure and collapsed holes, the occurrence of any of which could
result in losses to the Company.  The operation of the Company's gas processing
plant and its gas gathering systems involves certain risks, including explosions
and environmental hazards caused by pipeline leaks and ruptures.  The Company
maintains insurance against some, but not all, of these risks in amounts that
management believes to be reasonable in accordance with customary industry
practices.  The occurrence of a significant event, however, that is not fully
insured could have a material adverse effect on the Company's financial
position.

Certain Risks Related To Natural Gas Trading
--------------------------------------------

     Gas trading activities involve a high degree of risk because of the
inherent uncertainties associated with the gas trading process.  These
uncertainties include the lack of predictability in gas prices, risk of non-
performance by counter-parties, market imperfections caused by regional price
differentials, possible lack of liquidity in the trading markets and possible
failure of physical delivery.  Although the possibility of lower natural gas
prices tends to add risk to the Company's exploration and development
activities, it is the possibility of unexpected price volatility that represents
a primary risk for the Company's gas trading activities.

     Gas trading is highly competitive and the Company competes with several
other companies, many of which have more experience, personnel and other
resources available to them.  However, the Company does not believe that any one
competitor is dominant in the industry.  The Company's ability to generate
profits from natural gas trading is dependent primarily on the knowledge and
experience of its management, including development of a successful hedging
strategy, and its ability to anticipate changes and trends in the natural gas
market, including future gas prices, which, to a degree, depend upon factors
beyond the Company's control, such as industry supplies, the weather, consumer
attitudes, the demand for natural gas, and government actions and regulations.
From time to time, the Company has experienced losses from gas trading.

Government Regulation And Environmental Risks
---------------------------------------------

     The production and sale of gas and oil are subject to a variety of federal,
state and local government regulations including regulation concerning the
prevention of waste, the discharge of materials into the environment, the
conservation of oil and natural gas, pollution, permits for drilling operations,
drilling bonds, reports concerning operations, the spacing of wells, the
unitization and pooling of properties, and various other matters including
taxes.  Many jurisdictions have at various times imposed limitations on the
production of gas and oil by restricting the rate of flow for gas and oil wells
below their actual capacity to produce.  In addition, many states have raised
state taxes on energy sources and additional increases may occur, although there
can be no certainty of the effect that increases in state energy taxes would
have on natural gas and oil prices.  Although the Company believes it is in
substantial compliance with applicable environmental and other government laws
and regulations, there can be no assurance that significant costs for compliance
will not be incurred in the future.


                                      -11-
<PAGE>
 
Engineers' Estimates Of Reserves And Future Net Revenues
--------------------------------------------------------

     Documents that are incorporated in this Prospectus, including the Company's
Form 10-K for the year ended December 31, 1995, contain estimates of reserves
and of future net revenues which have been prepared by petroleum engineers.
However, petroleum engineering is not an exact science and involves estimates
based on many variable and uncertain factors.  Estimates of reserves and of
future net revenues prepared by different petroleum engineers may vary
substantially depending, in part, on the assumptions made and may be subject to
adjustment either up or down in the future.  The actual amounts of production,
revenues, taxes, development expenditures, operating expenses, and quantities of
recoverable oil and gas reserves to be encountered may vary substantially from
the engineers' estimates.  Estimates of reserves also are extremely sensitive to
the market prices for gas and oil.

     Some of the Company's interests in such wells may vary, however, depending
on elections that may be made in the future by the co-owners.  These elections
could cause the Company's estimates of reserves to decline, although the Company
does not believe that the effect of these declines would materially change the
Company's discounted present value of the estimated future net revenues from its
proved reserves.


                       PROSPECTIVE SELLING STOCKHOLDERS

     There are an aggregate of 775,000 shares of Common Stock reserved for
issuance under the 1990 Plan (the "1990 Shares"), an aggregate of 1,000,000
shares of Common Stock reserved for issuance under the 1994 Plan (the "1994
Shares"), and an aggregate of 200,000 shares of Common Stock reserved for
issuance under the Non-Discretionary Plan (the "Non-Discretionary Shares").  The
1990 Shares, 1994 Shares, and the Non-Discretionary Shares are covered by the
Registration Statement on Form S-8, of which this Re-Offer Prospectus is a part,
filed by the Company with the Securities And Exchange Commission.  Although
there are certain differences in the types of options that may be granted
pursuant to the 1990 Plan, the 1994 Plan, and the Non-Discretionary Plan and in
the tax consequences to optionees upon exercise of the options, all shares of
Common Stock covered by this Prospectus are identical.

     The 897,880 shares of Common Stock, the resales of which are covered by
this Prospectus, consist of shares that have been or may be acquired by certain
option holders upon the exercise of options granted to them by the Company.  The
options have been granted pursuant to the Company's 1990 Plan, the 1994 Plan, or
the Company's Non-Discretionary Plan.

     The following table sets forth the name and position of each prospective
selling stockholder, the number of shares of the Company's Common Stock owned as
of the date of this Prospectus (including shares which may be acquired pursuant
to the exercise of outstanding options), and the number of shares and the
percentage owned assuming the sale of all the shares covered hereby.


                                      -12-
<PAGE>
 
<TABLE>
<CAPTION>
                                                              Prior To 
                                                              Offering                                     After Offering
                                                              --------                                     --------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  Number Of    
                                                               Number Of            Shares              Number
                                                                Shares             Covered                Of
           Name                         Position                Owned          By Prospectus/(1)/       Shares      Percent
         --------                       --------               ---------       ------------------       ------      -------
-----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                <C>                <C>                    <C>         <C>
 
William J. Barrett           Chairman Of The Board; Chief       490,165/(2)/      175,000              315,165       /(5)/
                             Executive Officer; and Director
------------------------------------------------------------------------------------------------------------------------------------
Joseph P. Barrett            Vice President - Land             36,561/(15)/        33,100                3,461       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
C. Robert Buford             Director                    661,866/(9)//(19)/        20,000              641,866         2.0
------------------------------------------------------------------------------------------------------------------------------------
Derrill Cody                 Director                          18,060/(11)/        10,000                8,060       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Peter A. Dea                 Vice President - Exploration      51,572/(12)/        50,000                1,572       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
James M. Fitzgibbons         Director                          12,000/(10)/        10,000                2,000       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Clifford S. Foss, Jr.        Vice President And General        30,000/(13)/        30,000                  -0-         -0-
                             Manager - Gulf Of Mexico Region 
------------------------------------------------------------------------------------------------------------------------------------
Hennie L.J.M. Gieskes        Director                         899,214/(10)/        10,000              889,214         2.8
------------------------------------------------------------------------------------------------------------------------------------
William W. Grant, III        Director                          30,150/(14)/        10,000               20,150       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Bryan G. Hassler             Vice President - Marketing        35,559/(20)/        35,500                   59       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Robert W. Howard             Senior Vice President-Finance;     42,362/(3)/        39,730                2,632       /(5)/
                             and Treasurer
------------------------------------------------------------------------------------------------------------------------------------
J. Frank Keller              Chief Financial Officer;          115,917/(4)/        74,200               41,717       /(5)/
                             Executive Vice President;
                             Secretary; and Director
------------------------------------------------------------------------------------------------------------------------------------
Eugene A. Lang, Jr.          Senior Vice President; and        57,035/(16)/         9,600               47,435       /(5)/
                             General Counsel
------------------------------------------------------------------------------------------------------------------------------------
Paul M. Rady                 President; Chief Operating        152,155/(6)/       152,000                  115       /(5)/
                             Officer; and Director
------------------------------------------------------------------------------------------------------------------------------------
A. Ralph Reed                Executive Vice                    160,672/(7)/       140,000               20,672       /(5)/
                             President-Operations; and
                             Director
------------------------------------------------------------------------------------------------------------------------------------
James T. Rodgers             Director                          20,000/(19)/        20,000                  -0-         -0-
------------------------------------------------------------------------------------------------------------------------------------
Philippe S.E. Schreiber      Director                          20,007/(10)/        10,000               10,007       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

                                      -13-
<PAGE>
<TABLE>
<CAPTION>
                                                              Prior To 
                                                              Offering                                     After Offering
                                                              --------                                     --------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  Number Of    
                                                               Number Of            Shares              Number
                                                                Shares             Covered                Of
           Name                         Position                Owned          By Prospectus/(1)/       Shares      Percent
         --------                       --------               ---------       ------------------       ------      -------
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                               <C>               <C>                    <C>         <C>
Donald H. Stevens               Vice President-Corporate        19,063/(8)/       18,750                 313         /(5)/
                                Relations And Capital Markets
------------------------------------------------------------------------------------------------------------------------------------
Maurice F. Storm                Vice President And General     40,248/(17)/       40,000                 248         /(5)/
                                Manager - Mid-Continent Region
------------------------------------------------------------------------------------------------------------------------------------
Harry S. Welch                  Director                       24,300/(18)/       10,000              14,300         /(5)/
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/(1)/ Consists of all shares that have been or may be acquired by certain
affiliates of the Company upon exercise of options issued under the 1990 Plan,
1994 Plan, or the Non-Discretionary Plan, including options that are not
currently exercisable.

/(2)/ Includes 36,700 shares underlying outstanding options granted under the
1990 Plan, 118,300 shares underlying outstanding options granted under the 1994
Plan and 36,292 shares owned by Louise K. Barrett, Mr. Barrett's wife.  The
number of shares indicated for Mr. Barrett also includes 230,000 shares owned by
the Barrett Family L.L.L.P., a Colorado limited partnership for which Mr.
Barrett and his wife are general partners and owners of an aggregate of 62.9% of
the partnership interests.  Pursuant to Rule 16a-1(a)(4) under the Securities
Exchange Act of 1934 (the "1934 Act"), Mr. Barrett disclaims ownership of all
but 144,723 shares held by the Barrett Family L.L.L.P., which constitutes Mr.
and Mrs. Barrett's proportionate share of the shares held by the Barrett Family
L.L.L.P.

/(3)/ Includes 24,000 shares underlying outstanding options granted under the
1990 Plan and 5,600 shares underlying outstanding options granted under the 1994
Plan.

/(4)/ Includes 34,400 shares underlying outstanding options granted under the
1990 Plan and 39,800 shares underlying options granted under the 1994 Plan.

/(5)/ Less than one percent.

/(6)/ Consists of 36,000 shares underlying outstanding options granted under the
1990 Plan and 86,000 shares underlying options granted under the 1994 Plan.

/(7)/ Includes 28,248 shares underlying outstanding options granted under the
1990 Plan, 96,800 shares underlying outstanding options granted under the 1994
Plan, and 10,500 shares owned by Mary C. Reed, Mr. Reed's wife.

/(8)/ Includes 7,500 shares underlying outstanding options granted under the
1990 Plan, 11,250 shares underlying options granted under the 1994 Plan, and 245
shares held by a custodian for the benefit of Mr. Steven's minor daughter.  Mr.
Stevens disclaims beneficial ownership of the shares held by the custodian
pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act Of 1934, as amended.

/(9)/ Mr. Buford is considered the beneficial owner of the 598,210 shares of
which Zenith Drilling Corporation ("Zenith") is the record owner.  These shares
are held beneficially by both Zenith and 


                                      -14-
<PAGE>
 
Mr. Buford. Mr. Buford owns approximately 89 percent of the outstanding common
stock of Zenith. The number of shares indicated for Mr. Buford also includes
10,000 shares that are owned by Aguilla Corporation, which is owned by Mr.
Buford's wife and adult children. Mr. Buford disclaims beneficial ownership of
the shares held by Aguilla Corporation pursuant to Rule 16a-1(a)(4) of the
Securities Exchange Act Of 1934, as amended.

/(10)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan.

/(11)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 7,800 shares underlying outstanding options granted
under stock option plans (the "Plains Stock Option Plans") of Plains Petroleum
Company ("Plains") that were converted into options to purchase Common Stock of
the Company following the merger of a subsidiary of the Company into Plains in
July 1995.

/(12)/ Includes 20,000 shares underlying outstanding options granted under the
1990 Plan and 30,000 shares underlying outstanding options granted under the
1994 Plan.

/(13)/ Includes 30,000 shares underlying outstanding options granted under the
1994 Plan.

/(14)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 10,400 shares underlying outstanding options granted
under the Plains Stock Option Plans.

/(15)/ Includes 20,000 shares underlying outstanding options granted under the
1990 Plan, 5,600 shares underlying outstanding options granted under the 1994
Plan, and 1,125 shares owned by Melissa Barrett, Mr. Barrett's wife.

/(16)/ Includes 9,600 shares underlying outstanding options granted under the
1994 Plan and 40,859 shares underlying outstanding options granted under the
Plains Stock Option Plans.

/(17)/ Includes 40,000 shares underlying outstanding options granted under the
1994 Plan.

/(18)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 11,700 shares underlying outstanding options granted
under the Plains Stock Option Plans.

/(19)/ Includes 20,000 shares underlying outstanding options granted under the
Non-Discretionary Plan.

/(20)/ Includes 35,500 shares underlying outstanding options granted under the
1994 Plan.

                              PLAN OF DISTRIBUTION

     The 897,880 shares covered by this Prospectus will be offered, if at all,
by certain stockholders of the Company, and not by the Company.  If any of these
shares are sold by a prospective selling stockholder, they will be sold on
behalf of that person and it is anticipated that the shares may be offered
pursuant to direct sales to private persons and in open market transactions.
The prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or discounts by
the prospective selling stockholders.  The Company has no agreements with
brokers to sell any or all of the shares which may be offered hereby.


                                      -15-
<PAGE>
 
     Of the 897,880 shares which may be offered pursuant to this Prospectus,
815,298 underlie options that currently are outstanding.  If the options to
acquire all 815,298 shares are exercised, the Company will receive proceeds of
$16,366,720, which proceeds will be added to the working capital of the Company.


                                 LEGAL MATTERS

     Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado, has
acted as counsel for the Company in connection with the Registration Statement
of which this Prospectus is a part and has rendered an opinion concerning the
validity of the Common Stock underlying the options covered hereby.  Attorneys
employed by this law firm beneficially own approximately 14,700 shares of the
Company's Common Stock.


                                    EXPERTS

     The Consolidated Financial Statements of Barrett Resources Corporation
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Arthur Andersen LLP, independent public
accountants as set forth in their report included therein and incorporated
herein by reference.  Such financial statements are incorporated herein by
reference in reliance upon such report and upon the authority of such firm as
experts in auditing and accounting.


                                INDEMNIFICATION

     Pursuant to Delaware law, the Company's Board of Directors has the power to
indemnify officers and directors, present and former, for expenses incurred by
them in connection with any proceeding they are involved in by reason of their
being or having been an officer or director of the Company.  The person being
indemnified must have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company.  The
Company's Certificate Of Incorporation and Bylaws grant this indemnification to
the Company's officers and directors.

     In addition to the general indemnification section, the Company has adopted
a provision under Delaware law that eliminates and limits certain personal
liability of a director for monetary damages for breaches of the director's
fiduciary duty of care under certain circumstances.

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities And Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.


                                   * * * * *


                                      -16-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference.
------------------------------------------------ 

     The documents listed in (a) through (d) below are incorporated by reference
in the Registration Statement.  All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
the filing of such documents.

        (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1995;

        (b) The Registrant's Quarterly Report on Form 10-Q for the quarters
     ended March 31, 1996, June 30, 1996, and September 30, 1996;

        (c) The Description Of Securities contained in the Registrant's
     Registration Statement on Form 8-A filed with the Securities And Exchange
     Commission on October 27, 1994.

        (d) The Company's Notice and Proxy Statement dated April 11, 1996
     concerning the Company's Annual Meeting of Stockholders held on June 5,
     1996.


Item 4.  Description Of Securities.
---------------------------------- 

         Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.
---------------------------------------------- 

         Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado,
has acted as counsel for the Registrant in connection with this Registration
Statement. Attorneys employed by this law firm beneficially own approximately
14,700 shares of the Registrant's Common Stock.

Item 6.  Indemnification Of Officers And Directors.
-------------------------------------------------- 

         The Delaware General Corporation Law provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action, suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.

         In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the General
Corporation Law of Delaware. This section was enacted in June 1986 and allows a
Delaware corporation to include in its certificate of incorporation a provision


                                      -17-
<PAGE>
 
that eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
following:

     "eliminate or limit the liability of a director (i) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under section 174 of this Title
     [dealing with willful or negligent violation of the statutory provision
     concerning dividends and stock purchases and redemptions], or (iv) for any
     transaction from which the director derived an improper personal benefit.
     No such provision shall eliminate or limit the liability of a director for
     any act or omission occurring prior to the date when such provision becomes
     effective...."

     With regard to employee benefit plans, the Delaware General Corporation Law
provides that a director's conduct for a purpose he reasonably believed to be in
the interest of the participants and beneficiaries of the Plan is conduct
satisfying the subject indemnity provision.  A director's conduct for a purpose
that he did not reasonably believe to be in the interest of the participants in
or beneficiaries of the Plan shall be deemed as not satisfying the indemnity
provision.

     The Board of Directors is empowered to make other indemnification as
authorized by the Certificate Of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware General
Corporation Law.  Under the Company's Bylaws, the Company is required to
indemnify its directors to the full extent permitted by the Delaware General
Corporation Law, common law and any other statutory provision.

Item 7.  Exemption From Registration Claimed.
-------------------------------------------- 

         Not Applicable.

Item 8.  Exhibits.
----------------- 

         4(a) Specimen Common Stock Certificate is incorporated by reference
              from Registrant's Registration Statement on Form S-8 dated March
              17, 1995 (Registration No. 33-90450).
         5    Opinion Regarding Legality.
        10(a) Barrett Resources Corporation 1990 Stock Option Plan, as amended,
              is incorporated by reference from Registrant's Annual Report on
              Form 10-K for the year ended September 30, 1994.
        10(b) Barrett Resources Corporation 1994 Stock Option Plan, as amended.
        10(c) Barrett Resources Corporation Non-Discretionary Stock Option Plan,
              as amended.
        23(a) Consent of Arthur Andersen LLP.
        23(b) Consent of Bearman Talesnick & Clowdus Professional Corporation
              (included in Exhibit 5).


                                      -18-
<PAGE>
 
Item 9.  Undertakings.
--------------------- 

(a)  The undersigned Registrant hereby undertakes:

     1.  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

         (i)   to include any Prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  to reflect in the Prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

         (iii) to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 and are incorporated by reference to the Registration Statement.

     2.  That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     3.  To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b)  For purposes of determining any liability under the Securities Act of 1933,
     each filing of the Registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of an employee benefit plans annual report pursuant
     to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new Registration Statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising out of the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liability (other than the payment by
     the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with securities being registered, the
     Registrant will, unless in the opinion of its 


                                      -19-
<PAGE>
 
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                      -20-
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act  of 1933, the
Registrant 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 18th day of
December, 1996.

                               BARRETT RESOURCES CORPORATION


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


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the Registration
Statement appearing below, hereby constitute and appoint Paul M. Rady or John F.
Keller and each or either of them, with full power of substitution, as
attorneys-in-fact in their names, place and stead to execute any and all
amendments to this Registration Statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.

     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.

<TABLE>
<CAPTION>
Signature                                 Title                      Date
---------------------------  --------------------------------  -----------------
<S>                          <C>                               <C> 
 
/s/ William J. Barrett       Chief Executive Officer,          December 18, 1996
---------------------------  Chairman Of The Board, and
William J. Barrett           Director (Principal Executive
                             Officer)
 
 
 
/s/ Paul M. Rady             President, Chief Operating        December 18, 1996
---------------------------  Officer, and Director
Paul M. Rady
 
 
/s/ A. Ralph Reed            Executive Vice President, and     December 18, 1996
---------------------------  Director
A. Ralph Reed
 
 
/s/ John F. Keller           Executive Vice President, Chief   December 18, 1996
---------------------------  Financial Officer, Secretary,
John F. Keller               and Director (Principal
                             Financial Officer)
 
</TABLE> 
                                      -21-
<PAGE>
<TABLE> 
<CAPTION> 

Signature                     Title                            Date
---------                     -----                            ---- 
<S>                           <C>                              <C>   
/s/ C. Robert Buford          Director                         December 18, 1996
---------------------------
C. Robert Buford
 
 
/s/ Derrill Cody              Director                         December 18, 1996
---------------------------
Derrill Cody
 
 
/s/ James M. Fitzgibbons      Director                         December 18, 1996
---------------------------
James M. Fitzgibbons
 
 
/s/ Hennie L.J.M. Gieskes     Director                         December 18, 1996
---------------------------
Hennie L.J.M. Gieskes

 
/s/ William W. Grant, III     Director                         December 18, 1996
---------------------------
William W. Grant, III
 

/s/ James T. Rodgers          Director                         December 18, 1996
---------------------------
James T. Rodgers
 

/s/ Philippe S.E. Schreiber   Director                         December 18, 1996
---------------------------
Philippe S.E. Schreiber
 

/s/ Harry S. Welch            Director                         December 18, 1996
---------------------------
Harry S. Welch
 
</TABLE>


                                      -22-
<PAGE>
 
                                   Exhibits.

 Exhibit No.                                                               Page
 -----------                                                               ----

    4(a)    Specimen Common Stock Certificate is incorporated by reference
            from Registrant's Registration Statement on Form S-8 dated March
            17, 1995 (Registration No. 33-90450)

    5       Opinion Regarding Legality

    10(a)   Barrett Resources Corporation 1990 Stock Option Plan, as amended, is
            incorporated by reference from Registrant's Annual Report On Form
            10-K for the year ended September 30, 1994.

    10(b)   Barrett Resources Corporation
            1994 Stock Option Plan, as amended.

    10(c)   Barrett Resources Corporation Non-Discretionary Stock Option Plan,
            as amended.

    23(a)   Consent of Arthur Andersen LLP

    23(b)   Consent of Bearman Talesnick & Clowdus Professional Corporation
            (included in Exhibit 5)


                                      -23-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 62370}]
{"company-data": {"conformed-name": "BARRETT RESOURCES CORP", "cik": "0000351993", "assigned-sic": "1311", "irs-number": "840832476", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18311", "film-number": "96683534"}, "business-address": {"street1": "1515 ARAPAHOE ST", "street2": "TOWER 3 STE 1000", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032973900"}, "mail-address": {"street1": "1515 ARAPAHOE ST", "street2": "TOWER 3 STE 1000", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": {"former-conformed-name": "AIMEXCO INC", "date-changed": "19840215"}}
As filed with the Securities And Exchange Commission on December 19, 1996

                                                   Registration No. ____________
                                                                                
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         BARRETT RESOURCES CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                         84-0832476
------------------------                   ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

1515 Arapahoe Street, Tower 3, Suite 1000   Denver, Colorado               80202
--------------------------------------------------------------------------------
(Addresss of Principal Executive Offices)                            (Zip  Code)

                         BARRETT RESOURCES CORPORATION
                 1990 STOCK OPTION PLAN, 1994 STOCK OPTION PLAN
                                      AND
                      NON-DISCRETIONARY STOCK OPTION PLAN

--------------------------------------------------------------------------------
                           (Full titles of the plans)

     Eugene A. Lang, Jr., Esq., Senior Vice President and General Counsel
                         Barrett Resources Corporation
                   1515 Arapahoe Street, Tower 3, Suite 1000
                            Denver, Colorado 80202
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (303) 572-3900
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Alan L. Talesnick, Esq.
                            Francis B. Barron, Esq.
                          Bearman Talesnick & Clowdus
                           Professional Corporation
                      1200 Seventeenth Street, Suite 2600
                            Denver, Colorado 80202
                                (303) 572-6500
CALCULATION OF REGISTRATION FEE
Title Of Securities     Amount To Be       Proposed        Proposed       Amount Of
 To Be Registered        Registered        Maximum         Maximum      Registration
                                        Offering Price     Aggregate      Fee (1)
                                         Per Unit (1)    Offering Price
-------------------------------------------------------------------------------------
Common Stock,      1,975,000 shares (2)   $37.625        $38,639,750 (3)   $7,496 (3)
 $.01 par value               
=====================================================================================
(1)  The Proposed Maximum Offering Price Per Unit shown was calculated pursuant
     to Rule 457(h) based upon the average of the high and low reported sales
     prices of the Company's common stock on the New York Stock Exchange on
     December 16, 1996, which is within five business days of the date of filing
     (December 16, 1996) of this Registration Statement.  This amount is used
     for shares for which the exercise price is unknown because options
     representing those shares have not yet been granted.  The exercise prices
     for shares underlying options that previously have been granted range from
     $3.875 to $42 per share.

(2)  Consists of 775,000 shares issuable pursuant to the Company's 1990 Stock
     Option Plan, 1,000,000 shares issuable pursuant to the Company's 1994 Stock
     Option Plan, and 200,000 shares issuable pursuant to the Company's Non-
     Discretionary Stock Option Plan.

(3)  In accordance with General Instruction E to Form S-8, the Registration Fee
     is calculated only with respect to the additional securities (600,000
     additional shares pursuant to the 1994 Stock Option Plan and 100,000 shares
     pursuant to the Non-Discretionary Stock Option Plan for a maximum offering
     price of $21,738,425) included in this Registration Statement on Form S-8.

                           _________________________

                                      -2-
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE

     This Registration Statement on Form S-8 of Barrett Resources Corporation
(the "Company") incorporates by reference the contents of the Company's
Registration Statement on Form S-8 (Securities And Exchange Commission File No.
33-90450) as filed with the Securities And Exchange Commission on March 17,
1995.

                             THE STOCK OPTION PLANS

     This Registration Statement relates to 775,000 shares of common stock, $.01
par value (the "Common Stock"), of Barrett Resources Corporation (the "Company")
issuable upon the exercise of stock options that have been granted to key
employees of the Company and its subsidiaries and others pursuant to the
Company's 1990 Stock Option Plan (the "1990 Plan"), which was approved by the
Company's stockholders at the June 21, 1990 Annual Meeting Of Stockholders, and
which was amended by the Company's stockholders at the March 17, 1994 Annual
Meeting Of Stockholders to increase the number of shares issuable upon the
exercise of stock options under the 1990 Plan from 600,000 to 775,000.

     This Registration Statement also relates to 1,000,000 shares of Common
Stock issuable upon the exercise of stock options that have been granted or may
be granted to key employees of the Company and its subsidiaries and others
pursuant to the Company's 1994 Stock Option Plan (the "1994 Plan").  The 1994
Plan was approved by the Company's Board Of Directors effective as of April 1,
1994, and amended by the Board Of Directors on December 15, 1994 to increase the
number of shares issuable upon the exercise of stock options under the 1994 Plan
from 200,000 to 400,000.  The 1994 Plan was approved by the Company's
stockholders at the Annual Meeting Of Stockholders held on March 16, 1995.  The
1994 Plan was amended by the Company's stockholders at the Annual Meeting Of
Stockholders held on June 5, 1996 to increase the number of shares issuable upon
the exercise of stock options under the 1994 Plan from 400,000 to 1,000,000.

     This Registration Statement also relates to 200,000 shares of the Company's
Common Stock issuable upon the exercise of stock options that have been granted
or may be granted to non-employee directors of the Company pursuant to the
Company's Non-Discretionary Stock Option Plan (the "Non-Discretionary Plan"),
which was approved by the Company's stockholders at the April 4, 1991 Annual
Meeting Of Stockholders, and which was amended by the Company's stockholders at
the Annual Meeting Of Stockholders held on June 5, 1996 to increase from 100,000
to 200,000 the number of shares that may be issued pursuant to options granted
under the Non-Discretionary Plan.

     This Registration Statement also relates to the resale of 287,780 shares of
Common Stock that have been or may be acquired by certain persons upon the
exercise of options granted pursuant to the 1990 Plan, 510,100 shares of Common
Stock that have been or may be acquired by certain persons upon the exercise of
options granted pursuant to the 1994 Plan, and 100,000 shares of Common Stock
that may be acquired by non-employee directors upon the exercise of options
granted pursuant to the Non-Discretionary Plan.  The portion of this
Registration Statement which relates to the resale of the aggregate of 897,880
shares of Common Stock is found at pages 12 through 15 of this Registration
Statement.

                                      -3-
PROSPECTUS

                                 897,880 Shares

                         BARRETT RESOURCES CORPORATION

                                  Common Stock

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

     The 897,880 shares of $.01 par value Common Stock (the "Common Stock") of
Barrett Resources Corporation (the "Company") offered hereby consist of shares
which have been or may be acquired by certain persons upon exercise of options
granted to them by the Company as stated under "Prospective Selling
Stockholders".  None of the proceeds from any resale of these shares will be
received by the Company.  The Company will receive proceeds only from the
exercise of the outstanding options described below under "Prospective Selling
Stockholders" and "Plan Of Distribution".

     The Common Stock of the Company is traded on the New York Stock Exchange
("NYSE") under the symbol "BRR".  On December 16, 1996, the last reported sale
price for the Company's Common Stock on the NYSE was $37 per share.

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

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
     ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
     CRIMINAL OFFENSE.

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

     AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
     RISK. SEE "RISK FACTORS".

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

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
     HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

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

                The date of this Prospectus is December 19, 1996

                                      -4-
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities And Exchange
Commission (the "Commission").  Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the following regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.  Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

     The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended, with respect to the shares of Common
Stock covered by this Prospectus.  This Prospectus does not contain all of the
information set forth in the Registration Statement and exhibits thereto.
Copies of the Registration Statement and exhibits are on file with the
Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.

     Company's common stock is listed on the New York Stock Exchange (the
"NYSE") and reports and proxy and information statements concerning the Company
may be inspected at the offices of the NYSE at 20 Broad Street, New York, New
York 10005.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission (File No.
1-13446) are incorporated by reference in this Prospectus:

     1.  The Company's Annual Report on Form 10-K for the period ended December
31, 1995;

     2.  The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;

     3.  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
October 27, 1994; and

     4.  The Company's Notice and Proxy Statement dated April 11, 1996
concerning the Company's Annual Meeting of Stockholders held on June 5, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c) and 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares covered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document  which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the documents incorporated herein by reference,
other than exhibits to such documents.  Requests for such copies should 

                                      -5-
be directed to the Corporate Secretary, Barrett Resources Corporation, 1515
Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80202, telephone (303)
572-3900.

                                      -6-
---------------------------------------------- 
                               TABLE OF CONTENTS
                ----------------------------------------------

 
AVAILABLE INFORMATION.............................  5
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...  5
 
THE COMPANY.......................................  8
 
RISK FACTORS...................................... 10
 
PROSPECTIVE SELLING STOCKHOLDERS.................. 12
 
PLAN OF DISTRIBUTION.............................. 15
 
LEGAL MATTERS..................................... 16
 
EXPERTS........................................... 16
 
INDEMNIFICATION................................... 16
 

                                      -7-
THE COMPANY

     Barrett Resources Corporation (the "Company") was organized as a Colorado
corporation in 1980 under the name AIMEXCO, Inc.  In December 1983, the Company
acquired Barrett Energy Company ("Barrett Energy"), which owned oil and gas
leases in the Wattenberg Field and other areas.  The acquisition resulted in the
former shareholders of Barrett Energy owning 71.5 percent of the Company's
shares.  In 1984, the Company changed its name to Barrett Resources Corporation,
and in 1987 the Company changed its state of incorporation from Colorado to
Delaware.  In July 1995, Plains Petroleum Company ("Plains") became a wholly-
owned subsidiary of the Company by merging with a subsidiary of the Company.
The executive offices of the Company are located at 1515 Arapahoe Street, Tower
3, Suite 1000, Denver, Colorado 80202, and its telephone number at that address
is (303) 572-3900.

     The Company is an independent natural gas and crude oil exploration and
production company with core areas of activity in the Rocky Mountain region of
Colorado and Wyoming; the Mid-Continent region of Kansas and Oklahoma; the
Permian Basin of Texas and New Mexico; the Gulf Coast area of Louisiana and
Texas; and the shallow waters of the Gulf of Mexico.  During 1995, the Company's
total production was 57.9 Bcfe, which consisted of 82% natural gas and 18% crude
oil.  At December 31, 1995, the Company's estimated proved reserves were 591.3
Bcfe with an implied reserve life of 10.2 years based on 1995 production.

     The Company concentrates its activities in core areas in which it has
accumulated detailed geologic knowledge and developed significant management
experience.  The Company has developed and continues to build on its interests
in the Piceance Basin in northwestern Colorado, the Anadarko and Arkoma Basins
in Oklahoma, and the Wind River Basin in Wyoming.  As a result of the July 1995
merger with Plains, the Company acquired significant interests in the Hugoton
Embayment in Kansas and Oklahoma, the Permian Basin in Texas and New Mexico, and
the Powder River Basin in Wyoming.  Recently, the Company expanded into the
Louisiana and Texas Gulf Coast and in the shallow waters of the Gulf of Mexico.
At December 31, 1995, these principal areas of focus represented an aggregate of
approximately 93% of the Company's estimated proved reserves.

     In addition to these development drilling programs, the Company is engaged
in several exploration projects in the Wind River and Anadarko Basins and the
Gulf Coast/Gulf of Mexico area.  Barrett believes these projects will enhance
its reserve base and financial position, although there can be no assurance this
will occur.  The Company also is evaluating opportunities to develop expertise
and undertake exploration in selected international projects.

     As of December 31, 1995, the Company owned interests in 2,057 producing
wells and operated 1,061, or 52%, of these wells.  These operated wells
contributed approximately 90% of the Company's 1995 gas and oil production.  The
Company also owns interests in and operates a gas gathering system, a 27-mile
pipeline and a gas processing plant in the Piceance Basin.

     The Company markets all of its own gas and oil production from wells that
it operates.  In addition, the Company engages in natural gas trading
activities, which involve purchasing gas from third parties and selling gas to
other parties at prices and volumes that management anticipates will result in
profits to the Company.  Through these trading activities, the Company obtains
knowledge and information that enables it to more effectively market its own
production.

                                      -8-
At the June 1990 and April 1991 Annual Meetings Of Stockholders of the
Company, the Stockholders approved the 1990 Plan, as amended,  and the Non-
Discretionary Plan, respectively.  At the June 1993 Annual Meeting Of
Stockholders, the stockholders approved an increase in the number of shares
subject to the 1990 Plan.  At the March 1994 Annual Meeting Of Stockholders, the
stockholders approved another increase in the number of shares subject to the
1990 Plan.  At the March 1995 Annual Meeting Of Stockholders, the stockholders
approved the 1994 Plan.  At the June 1996 Annual Meeting Of Stockholders, the
stockholders approved an increase in the number of shares subject to each of the
Non-Discretionary Plan and the 1994 Plan.  Pursuant to the terms of the 1990
Plan, as amended, the Company is authorized to grant options to purchase an
aggregate of 775,000 shares of Common Stock to key employees and others and,
pursuant to the terms of the 1994 Plan, as amended, the Company is authorized to
grant options to purchase an aggregate of 1,000,000 shares of Common Stock to
key employees and others.  Pursuant to the terms of the Non-Discretionary Plan,
as amended, the Company is authorized to grant options to purchase up to an
aggregate of 200,000 shares of Common Stock to non-employee directors.  This Re-
Offer Prospectus relates to the resale of shares which have been or may be
acquired by certain persons upon exercise of options that were granted under one
or more of these plans.

                                      -9-
RISK FACTORS

     Prospective Investors should carefully consider, together with the other
information herein, the following factors that affect the Company.

Gas And Oil Prices; Marketability Of Production
-----------------------------------------------

     The Company's revenues, profitability and future rate of growth are
substantially dependent upon prevailing prices for natural gas and oil.  Gas and
oil prices can be extremely volatile and in recent years have been depressed by
excess total domestic and imported supplies.  There can be no assurance that
current price levels can be sustained.  Prices are also affected by actions of
state and local agencies, the United States and foreign governments, and
international cartels.  These external factors and the volatile nature of the
energy markets make it difficult to estimate future prices of natural gas and
oil.  Any substantial or extended decline in the price of natural gas would have
a material adverse effect on the Company's financial condition and results of
operations, including reduced cash flow and borrowing capacity.  All of these
factors are beyond the control of the Company.  In the past, when natural gas
prices were deemed by the Company to be too low, the Company shut in production
from certain wells, which restricted the Company's cash flow.  Sales of natural
gas and oil are seasonal in nature, leading to substantial differences in cash
flow at various times throughout the year.  The marketability of the Company's
production depends in part upon the availability, proximity and capacity of gas
gathering systems, pipelines and processing facilities.  Federal and state
regulation of gas and oil production and transportation, general economic
conditions, changes in supply and changes in demand all could adversely affect
the Company's ability to produce and market its natural gas and oil.  If market
factors were to change dramatically, the financial impact on the Company could
be substantial.  The availability of markets and the volatility of product
prices are beyond the control of the Company and thus represent a significant
risk.

     The Company reports its operations using the full cost method of accounting
for gas and oil properties.  Under full cost accounting rules, the net
capitalized costs of gas and oil properties may not exceed a "ceiling" limit of
the present value of estimated future net revenues from proved reserves,
discounted at 10 percent, plus the lower of cost or fair market value of
unproved properties.  This rule requires calculating future revenues at
unescalated prices in effect as of the end of each fiscal quarter and requires a
write-down if the net capitalized costs of the gas and oil properties exceed the
ceiling limit, even if price declines are temporary.  The risk that the Company
will be required to write down the carrying value of its gas and oil properties
increases when gas and oil prices are depressed or unusually volatile.  A
ceiling limitation write-down is a one-time charge to earnings which does not
impact cash flow from operating activities.

     The Company's revenues also depend on its level of success in acquiring or
finding additional reserves.  Except to the extent that the Company acquires
properties containing proved reserves or conducts successful exploration and
development activities, or both, the proved reserves of the Company will decline
as reserves are produced.  There can be no assurance that the Company's planned
exploration and development projects will result in significant additional
reserves or that the Company will have future success in drilling productive
wells at low reserve replacement costs.

                                      -10-
General Risks Of Gas And Oil Operations
---------------------------------------

     The Company competes in the areas of gas and oil exploration, production,
development and transportation with other companies, many of which may have
substantially larger financial and other resources.  The nature of the gas and
oil business also involves a variety of risks, including the risks of operating
hazards such as fires, explosions, cratering, blow-outs, encountering formations
with abnormal pressures, and, in horizontal wellbores, the increased risk of
mechanical failure and collapsed holes, the occurrence of any of which could
result in losses to the Company.  The operation of the Company's gas processing
plant and its gas gathering systems involves certain risks, including explosions
and environmental hazards caused by pipeline leaks and ruptures.  The Company
maintains insurance against some, but not all, of these risks in amounts that
management believes to be reasonable in accordance with customary industry
practices.  The occurrence of a significant event, however, that is not fully
insured could have a material adverse effect on the Company's financial
position.

Certain Risks Related To Natural Gas Trading
--------------------------------------------

     Gas trading activities involve a high degree of risk because of the
inherent uncertainties associated with the gas trading process.  These
uncertainties include the lack of predictability in gas prices, risk of non-
performance by counter-parties, market imperfections caused by regional price
differentials, possible lack of liquidity in the trading markets and possible
failure of physical delivery.  Although the possibility of lower natural gas
prices tends to add risk to the Company's exploration and development
activities, it is the possibility of unexpected price volatility that represents
a primary risk for the Company's gas trading activities.

     Gas trading is highly competitive and the Company competes with several
other companies, many of which have more experience, personnel and other
resources available to them.  However, the Company does not believe that any one
competitor is dominant in the industry.  The Company's ability to generate
profits from natural gas trading is dependent primarily on the knowledge and
experience of its management, including development of a successful hedging
strategy, and its ability to anticipate changes and trends in the natural gas
market, including future gas prices, which, to a degree, depend upon factors
beyond the Company's control, such as industry supplies, the weather, consumer
attitudes, the demand for natural gas, and government actions and regulations.
From time to time, the Company has experienced losses from gas trading.

Government Regulation And Environmental Risks
---------------------------------------------

     The production and sale of gas and oil are subject to a variety of federal,
state and local government regulations including regulation concerning the
prevention of waste, the discharge of materials into the environment, the
conservation of oil and natural gas, pollution, permits for drilling operations,
drilling bonds, reports concerning operations, the spacing of wells, the
unitization and pooling of properties, and various other matters including
taxes.  Many jurisdictions have at various times imposed limitations on the
production of gas and oil by restricting the rate of flow for gas and oil wells
below their actual capacity to produce.  In addition, many states have raised
state taxes on energy sources and additional increases may occur, although there
can be no certainty of the effect that increases in state energy taxes would
have on natural gas and oil prices.  Although the Company believes it is in
substantial compliance with applicable environmental and other government laws
and regulations, there can be no assurance that significant costs for compliance
will not be incurred in the future.

                                      -11-
Engineers' Estimates Of Reserves And Future Net Revenues
--------------------------------------------------------

     Documents that are incorporated in this Prospectus, including the Company's
Form 10-K for the year ended December 31, 1995, contain estimates of reserves
and of future net revenues which have been prepared by petroleum engineers.
However, petroleum engineering is not an exact science and involves estimates
based on many variable and uncertain factors.  Estimates of reserves and of
future net revenues prepared by different petroleum engineers may vary
substantially depending, in part, on the assumptions made and may be subject to
adjustment either up or down in the future.  The actual amounts of production,
revenues, taxes, development expenditures, operating expenses, and quantities of
recoverable oil and gas reserves to be encountered may vary substantially from
the engineers' estimates.  Estimates of reserves also are extremely sensitive to
the market prices for gas and oil.

     Some of the Company's interests in such wells may vary, however, depending
on elections that may be made in the future by the co-owners.  These elections
could cause the Company's estimates of reserves to decline, although the Company
does not believe that the effect of these declines would materially change the
Company's discounted present value of the estimated future net revenues from its
proved reserves.

                       PROSPECTIVE SELLING STOCKHOLDERS

     There are an aggregate of 775,000 shares of Common Stock reserved for
issuance under the 1990 Plan (the "1990 Shares"), an aggregate of 1,000,000
shares of Common Stock reserved for issuance under the 1994 Plan (the "1994
Shares"), and an aggregate of 200,000 shares of Common Stock reserved for
issuance under the Non-Discretionary Plan (the "Non-Discretionary Shares").  The
1990 Shares, 1994 Shares, and the Non-Discretionary Shares are covered by the
Registration Statement on Form S-8, of which this Re-Offer Prospectus is a part,
filed by the Company with the Securities And Exchange Commission.  Although
there are certain differences in the types of options that may be granted
pursuant to the 1990 Plan, the 1994 Plan, and the Non-Discretionary Plan and in
the tax consequences to optionees upon exercise of the options, all shares of
Common Stock covered by this Prospectus are identical.

     The 897,880 shares of Common Stock, the resales of which are covered by
this Prospectus, consist of shares that have been or may be acquired by certain
option holders upon the exercise of options granted to them by the Company.  The
options have been granted pursuant to the Company's 1990 Plan, the 1994 Plan, or
the Company's Non-Discretionary Plan.

     The following table sets forth the name and position of each prospective
selling stockholder, the number of shares of the Company's Common Stock owned as
of the date of this Prospectus (including shares which may be acquired pursuant
to the exercise of outstanding options), and the number of shares and the
percentage owned assuming the sale of all the shares covered hereby.

                                      -12-
Prior To 
                                                              Offering                                     After Offering
                                                              --------                                     --------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  Number Of    
                                                               Number Of            Shares              Number
                                                                Shares             Covered                Of
           Name                         Position                Owned          By Prospectus/(1)/       Shares      Percent
         --------                       --------               ---------       ------------------       ------      -------
-----------------------------------------------------------------------------------------------------------------------------------
William J. Barrett           Chairman Of The Board; Chief       490,165/(2)/      175,000              315,165       /(5)/
                             Executive Officer; and Director
------------------------------------------------------------------------------------------------------------------------------------
Joseph P. Barrett            Vice President - Land             36,561/(15)/        33,100                3,461       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
C. Robert Buford             Director                    661,866/(9)//(19)/        20,000              641,866         2.0
------------------------------------------------------------------------------------------------------------------------------------
Derrill Cody                 Director                          18,060/(11)/        10,000                8,060       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Peter A. Dea                 Vice President - Exploration      51,572/(12)/        50,000                1,572       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
James M. Fitzgibbons         Director                          12,000/(10)/        10,000                2,000       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Clifford S. Foss, Jr.        Vice President And General        30,000/(13)/        30,000                  -0-         -0-
                             Manager - Gulf Of Mexico Region 
------------------------------------------------------------------------------------------------------------------------------------
Hennie L.J.M. Gieskes        Director                         899,214/(10)/        10,000              889,214         2.8
------------------------------------------------------------------------------------------------------------------------------------
William W. Grant, III        Director                          30,150/(14)/        10,000               20,150       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Bryan G. Hassler             Vice President - Marketing        35,559/(20)/        35,500                   59       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
Robert W. Howard             Senior Vice President-Finance;     42,362/(3)/        39,730                2,632       /(5)/
                             and Treasurer
------------------------------------------------------------------------------------------------------------------------------------
J. Frank Keller              Chief Financial Officer;          115,917/(4)/        74,200               41,717       /(5)/
                             Executive Vice President;
                             Secretary; and Director
------------------------------------------------------------------------------------------------------------------------------------
Eugene A. Lang, Jr.          Senior Vice President; and        57,035/(16)/         9,600               47,435       /(5)/
                             General Counsel
------------------------------------------------------------------------------------------------------------------------------------
Paul M. Rady                 President; Chief Operating        152,155/(6)/       152,000                  115       /(5)/
                             Officer; and Director
------------------------------------------------------------------------------------------------------------------------------------
A. Ralph Reed                Executive Vice                    160,672/(7)/       140,000               20,672       /(5)/
                             President-Operations; and
                             Director
------------------------------------------------------------------------------------------------------------------------------------
James T. Rodgers             Director                          20,000/(19)/        20,000                  -0-         -0-
------------------------------------------------------------------------------------------------------------------------------------
Philippe S.E. Schreiber      Director                          20,007/(10)/        10,000               10,007       /(5)/
------------------------------------------------------------------------------------------------------------------------------------
-13-
Prior To 
                                                              Offering                                     After Offering
                                                              --------                                     --------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  Number Of    
                                                               Number Of            Shares              Number
                                                                Shares             Covered                Of
           Name                         Position                Owned          By Prospectus/(1)/       Shares      Percent
         --------                       --------               ---------       ------------------       ------      -------
------------------------------------------------------------------------------------------------------------------------------------
Donald H. Stevens               Vice President-Corporate        19,063/(8)/       18,750                 313         /(5)/
                                Relations And Capital Markets
------------------------------------------------------------------------------------------------------------------------------------
Maurice F. Storm                Vice President And General     40,248/(17)/       40,000                 248         /(5)/
                                Manager - Mid-Continent Region
------------------------------------------------------------------------------------------------------------------------------------
Harry S. Welch                  Director                       24,300/(18)/       10,000              14,300         /(5)/
------------------------------------------------------------------------------------------------------------------------------------
/(1)/ Consists of all shares that have been or may be acquired by certain
affiliates of the Company upon exercise of options issued under the 1990 Plan,
1994 Plan, or the Non-Discretionary Plan, including options that are not
currently exercisable.

/(2)/ Includes 36,700 shares underlying outstanding options granted under the
1990 Plan, 118,300 shares underlying outstanding options granted under the 1994
Plan and 36,292 shares owned by Louise K. Barrett, Mr. Barrett's wife.  The
number of shares indicated for Mr. Barrett also includes 230,000 shares owned by
the Barrett Family L.L.L.P., a Colorado limited partnership for which Mr.
Barrett and his wife are general partners and owners of an aggregate of 62.9% of
the partnership interests.  Pursuant to Rule 16a-1(a)(4) under the Securities
Exchange Act of 1934 (the "1934 Act"), Mr. Barrett disclaims ownership of all
but 144,723 shares held by the Barrett Family L.L.L.P., which constitutes Mr.
and Mrs. Barrett's proportionate share of the shares held by the Barrett Family
L.L.L.P.

/(3)/ Includes 24,000 shares underlying outstanding options granted under the
1990 Plan and 5,600 shares underlying outstanding options granted under the 1994
Plan.

/(4)/ Includes 34,400 shares underlying outstanding options granted under the
1990 Plan and 39,800 shares underlying options granted under the 1994 Plan.

/(5)/ Less than one percent.

/(6)/ Consists of 36,000 shares underlying outstanding options granted under the
1990 Plan and 86,000 shares underlying options granted under the 1994 Plan.

/(7)/ Includes 28,248 shares underlying outstanding options granted under the
1990 Plan, 96,800 shares underlying outstanding options granted under the 1994
Plan, and 10,500 shares owned by Mary C. Reed, Mr. Reed's wife.

/(8)/ Includes 7,500 shares underlying outstanding options granted under the
1990 Plan, 11,250 shares underlying options granted under the 1994 Plan, and 245
shares held by a custodian for the benefit of Mr. Steven's minor daughter.  Mr.
Stevens disclaims beneficial ownership of the shares held by the custodian
pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act Of 1934, as amended.

/(9)/ Mr. Buford is considered the beneficial owner of the 598,210 shares of
which Zenith Drilling Corporation ("Zenith") is the record owner.  These shares
are held beneficially by both Zenith and 

                                      -14-
Mr. Buford. Mr. Buford owns approximately 89 percent of the outstanding common
stock of Zenith. The number of shares indicated for Mr. Buford also includes
10,000 shares that are owned by Aguilla Corporation, which is owned by Mr.
Buford's wife and adult children. Mr. Buford disclaims beneficial ownership of
the shares held by Aguilla Corporation pursuant to Rule 16a-1(a)(4) of the
Securities Exchange Act Of 1934, as amended.

/(10)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan.

/(11)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 7,800 shares underlying outstanding options granted
under stock option plans (the "Plains Stock Option Plans") of Plains Petroleum
Company ("Plains") that were converted into options to purchase Common Stock of
the Company following the merger of a subsidiary of the Company into Plains in
July 1995.

/(12)/ Includes 20,000 shares underlying outstanding options granted under the
1990 Plan and 30,000 shares underlying outstanding options granted under the
1994 Plan.

/(13)/ Includes 30,000 shares underlying outstanding options granted under the
1994 Plan.

/(14)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 10,400 shares underlying outstanding options granted
under the Plains Stock Option Plans.

/(15)/ Includes 20,000 shares underlying outstanding options granted under the
1990 Plan, 5,600 shares underlying outstanding options granted under the 1994
Plan, and 1,125 shares owned by Melissa Barrett, Mr. Barrett's wife.

/(16)/ Includes 9,600 shares underlying outstanding options granted under the
1994 Plan and 40,859 shares underlying outstanding options granted under the
Plains Stock Option Plans.

/(17)/ Includes 40,000 shares underlying outstanding options granted under the
1994 Plan.

/(18)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 11,700 shares underlying outstanding options granted
under the Plains Stock Option Plans.

/(19)/ Includes 20,000 shares underlying outstanding options granted under the
Non-Discretionary Plan.

/(20)/ Includes 35,500 shares underlying outstanding options granted under the
1994 Plan.

                              PLAN OF DISTRIBUTION

     The 897,880 shares covered by this Prospectus will be offered, if at all,
by certain stockholders of the Company, and not by the Company.  If any of these
shares are sold by a prospective selling stockholder, they will be sold on
behalf of that person and it is anticipated that the shares may be offered
pursuant to direct sales to private persons and in open market transactions.
The prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or discounts by
the prospective selling stockholders.  The Company has no agreements with
brokers to sell any or all of the shares which may be offered hereby.

                                      -15-
Of the 897,880 shares which may be offered pursuant to this Prospectus,
815,298 underlie options that currently are outstanding.  If the options to
acquire all 815,298 shares are exercised, the Company will receive proceeds of
$16,366,720, which proceeds will be added to the working capital of the Company.

                                 LEGAL MATTERS

     Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado, has
acted as counsel for the Company in connection with the Registration Statement
of which this Prospectus is a part and has rendered an opinion concerning the
validity of the Common Stock underlying the options covered hereby.  Attorneys
employed by this law firm beneficially own approximately 14,700 shares of the
Company's Common Stock.

                                    EXPERTS

     The Consolidated Financial Statements of Barrett Resources Corporation
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Arthur Andersen LLP, independent public
accountants as set forth in their report included therein and incorporated
herein by reference.  Such financial statements are incorporated herein by
reference in reliance upon such report and upon the authority of such firm as
experts in auditing and accounting.

                                INDEMNIFICATION

     Pursuant to Delaware law, the Company's Board of Directors has the power to
indemnify officers and directors, present and former, for expenses incurred by
them in connection with any proceeding they are involved in by reason of their
being or having been an officer or director of the Company.  The person being
indemnified must have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company.  The
Company's Certificate Of Incorporation and Bylaws grant this indemnification to
the Company's officers and directors.

     In addition to the general indemnification section, the Company has adopted
a provision under Delaware law that eliminates and limits certain personal
liability of a director for monetary damages for breaches of the director's
fiduciary duty of care under certain circumstances.

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities And Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

                                   * * * * *

                                      -16-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference.
------------------------------------------------ 

     The documents listed in (a) through (d) below are incorporated by reference
in the Registration Statement.  All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
the filing of such documents.

        (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1995;

        (b) The Registrant's Quarterly Report on Form 10-Q for the quarters
     ended March 31, 1996, June 30, 1996, and September 30, 1996;

        (c) The Description Of Securities contained in the Registrant's
     Registration Statement on Form 8-A filed with the Securities And Exchange
     Commission on October 27, 1994.

        (d) The Company's Notice and Proxy Statement dated April 11, 1996
     concerning the Company's Annual Meeting of Stockholders held on June 5,
     1996.

Item 4.  Description Of Securities.
---------------------------------- 

         Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.
---------------------------------------------- 

         Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado,
has acted as counsel for the Registrant in connection with this Registration
Statement. Attorneys employed by this law firm beneficially own approximately
14,700 shares of the Registrant's Common Stock.

Item 6.  Indemnification Of Officers And Directors.
-------------------------------------------------- 

         The Delaware General Corporation Law provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action, suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.

         In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the General
Corporation Law of Delaware. This section was enacted in June 1986 and allows a
Delaware corporation to include in its certificate of incorporation a provision

                                      -17-
that eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
following:

     "eliminate or limit the liability of a director (i) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under section 174 of this Title
     [dealing with willful or negligent violation of the statutory provision
     concerning dividends and stock purchases and redemptions], or (iv) for any
     transaction from which the director derived an improper personal benefit.
     No such provision shall eliminate or limit the liability of a director for
     any act or omission occurring prior to the date when such provision becomes
     effective...."

     With regard to employee benefit plans, the Delaware General Corporation Law
provides that a director's conduct for a purpose he reasonably believed to be in
the interest of the participants and beneficiaries of the Plan is conduct
satisfying the subject indemnity provision.  A director's conduct for a purpose
that he did not reasonably believe to be in the interest of the participants in
or beneficiaries of the Plan shall be deemed as not satisfying the indemnity
provision.

     The Board of Directors is empowered to make other indemnification as
authorized by the Certificate Of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware General
Corporation Law.  Under the Company's Bylaws, the Company is required to
indemnify its directors to the full extent permitted by the Delaware General
Corporation Law, common law and any other statutory provision.

Item 7.  Exemption From Registration Claimed.
-------------------------------------------- 

         Not Applicable.

Item 8.  Exhibits.
----------------- 

         4(a) Specimen Common Stock Certificate is incorporated by reference
              from Registrant's Registration Statement on Form S-8 dated March
              17, 1995 (Registration No. 33-90450).
         5    Opinion Regarding Legality.
        10(a) Barrett Resources Corporation 1990 Stock Option Plan, as amended,
              is incorporated by reference from Registrant's Annual Report on
              Form 10-K for the year ended September 30, 1994.
        10(b) Barrett Resources Corporation 1994 Stock Option Plan, as amended.
        10(c) Barrett Resources Corporation Non-Discretionary Stock Option Plan,
              as amended.
        23(a) Consent of Arthur Andersen LLP.
        23(b) Consent of Bearman Talesnick & Clowdus Professional Corporation
              (included in Exhibit 5).

                                      -18-
Item 9.  Undertakings.
--------------------- 

(a)  The undersigned Registrant hereby undertakes:

     1.  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

         (i)   to include any Prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  to reflect in the Prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

         (iii) to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 and are incorporated by reference to the Registration Statement.

     2.  That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     3.  To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b)  For purposes of determining any liability under the Securities Act of 1933,
     each filing of the Registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of an employee benefit plans annual report pursuant
     to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new Registration Statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising out of the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liability (other than the payment by
     the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with securities being registered, the
     Registrant will, unless in the opinion of its 

                                      -19-
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      -20-
SIGNATURES

     Pursuant to the requirements of the Securities Act  of 1933, the
Registrant 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 18th day of
December, 1996.

                               BARRETT RESOURCES CORPORATION

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

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the Registration
Statement appearing below, hereby constitute and appoint Paul M. Rady or John F.
Keller and each or either of them, with full power of substitution, as
attorneys-in-fact in their names, place and stead to execute any and all
amendments to this Registration Statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.

     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/ William J. Barrett       Chief Executive Officer,          December 18, 1996
---------------------------  Chairman Of The Board, and
William J. Barrett           Director (Principal Executive
                             Officer)
 
 
 
/s/ Paul M. Rady             President, Chief Operating        December 18, 1996
---------------------------  Officer, and Director
Paul M. Rady
 
 
/s/ A. Ralph Reed            Executive Vice President, and     December 18, 1996
---------------------------  Director
A. Ralph Reed
 
 
/s/ John F. Keller           Executive Vice President, Chief   December 18, 1996
---------------------------  Financial Officer, Secretary,
John F. Keller               and Director (Principal
                             Financial Officer)
-21-
Signature                     Title                            Date
---------                     -----                            ----
/s/ C. Robert Buford          Director                         December 18, 1996
---------------------------
C. Robert Buford
 
 
/s/ Derrill Cody              Director                         December 18, 1996
---------------------------
Derrill Cody
 
 
/s/ James M. Fitzgibbons      Director                         December 18, 1996
---------------------------
James M. Fitzgibbons
 
 
/s/ Hennie L.J.M. Gieskes     Director                         December 18, 1996
---------------------------
Hennie L.J.M. Gieskes

 
/s/ William W. Grant, III     Director                         December 18, 1996
---------------------------
William W. Grant, III
 

/s/ James T. Rodgers          Director                         December 18, 1996
---------------------------
James T. Rodgers
 

/s/ Philippe S.E. Schreiber   Director                         December 18, 1996
---------------------------
Philippe S.E. Schreiber
 

/s/ Harry S. Welch            Director                         December 18, 1996
---------------------------
Harry S. Welch
-22-
Exhibits.

 Exhibit No.                                                               Page
 -----------                                                               ----

    4(a)    Specimen Common Stock Certificate is incorporated by reference
            from Registrant's Registration Statement on Form S-8 dated March
            17, 1995 (Registration No. 33-90450)

    5       Opinion Regarding Legality

    10(a)   Barrett Resources Corporation 1990 Stock Option Plan, as amended, is
            incorporated by reference from Registrant's Annual Report On Form
            10-K for the year ended September 30, 1994.

    10(b)   Barrett Resources Corporation
            1994 Stock Option Plan, as amended.

    10(c)   Barrett Resources Corporation Non-Discretionary Stock Option Plan,
            as amended.

    23(a)   Consent of Arthur Andersen LLP

    23(b)   Consent of Bearman Talesnick & Clowdus Professional Corporation
            (included in Exhibit 5)

                                      -23-