<PAGE>
 
     As filed with the Securities And Exchange Commission on June 19, 1997

                                                  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
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                         BARRETT RESOURCES CORPORATION
     1990 STOCK OPTION PLAN, 1994 STOCK OPTION PLAN, 1997 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
--------------------------------------------------------------------------------

                                (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 Fee
                                             Offering Price       Aggregate
                                                Per Unit       Offering Price
--------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>               <C>               <C>
Common Stock,          3,575,000 shares (1)       $42.625 (2)   $90,576,150 (3)         $15,790 (3)
$.01 par value
==================================================================================================
</TABLE>

(1) Consists of 775,000 shares issued or issuable pursuant to the Company's 1990
    Stock Option Plan, 1,000,000 shares issued or issuable pursuant to the
    Company's 1994 Stock Option Plan 1,500,000 shares issuable pursuant to the
    Company's 1997 Stock Option Plan, and 300,000 shares issued or issuable
    pursuant to the Company's Non-Discretionary Plan.

(2) The amount shown is the highest exercise price per share for outstanding
    options.  For information concerning offering prices used to calculate the
    Amount Of Registration Fee, see footnote (3) below.

(3) The following table sets forth the calculation of the Proposed Maximum
    Aggregate Offering Price and the Amount Of Registration Fee.  The Proposed
    Maximum Aggregate Offering Price was calculated using the exercise price of
    the options previously granted for the shares underlying such options, and,
    pursuant to Rule 457(h), using the average of the high and low reported
    sales prices of the Company's common stock on the New York Stock Exchange on
    June 16, 1997 which is within five business days of the date of filing (June
    19, 1997) of this Registration Statement, for shares for which the exercise
    price is unknown because options representing those shares have not yet been
    granted. In accordance with General Instruction E to Form S-8, the
    Registration Fee is calculated only with respect to the additional
    securities (1,500,000 shares issuable upon the exercise of stock options
    under the 1997 Stock Option Plan and the 100,000 additional shares issuable
    upon the exercise of stock options under the Non-Discretionary Plan)
    included in this Registration Statement on Form S-8.

<TABLE>
<CAPTION>
 
----------------------------------------------------------------------------
                         AMOUNT                 PROPOSED
                           OF        EXERCISE    MAXIMUM
PLAN AND DATE           OPTIONS     PRICE OF    AGGREGATE       AMOUNT OF
OF GRANT                GRANTED      OPTIONS    OFFERING    REGISTRATION FEE
---------------------------------------------------------------------------- 
<S>                     <C>         <C>         <C>         <C>
1990 PLAN                          
12/18/91                 10,000    $    3.875  $   38,750          *
07/06/92                316,000          4.25   1,343,000          *
07/31/92                 30,000         5.125     153,750          *
06/17/93                 20,000        12.125     242,500          *
06/21/93                 20,000        11.875     237,500          *
12/18/93                 25,000        11.375     284,375          *
02/01/94                 20,000         11.25     225,000          *
04/01/94                330,000        13.375   4,413,750          *
06/15/95                  4,000         24.00      96,000          *
----------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
----------------------------------------------------------------- 
1994 PLAN
-----------------------------------------------------------------
04/01/94            6,600  $   13.375        $    88,275        *
09/10/94         147,9000      17.625          2,606,738        *
11/14/94           16,000       20.50            328,000        *
11/21/94            5,000      20.875            104,375        *
12/19/94           10,000      20.250            202,500        *
01/01/95           30,000       20.50            615,000        *
06/15/95           36,000       24.00            864,000        *
09/08/95           10,000      23.875            238,750        *
03/05/95          343,600      23.125          7,945,750        *
06/24/96           28,000      28.125            787,500        *
07/01/96           40,000       29.50          1,180,000        *
07/16/96           50,000       29.25          1,462,500        *
07/22/96           20,000       30.50            610,000        *
07/26/96           27,500      30.625            842,188        *
07/29/96           20,000      30.125            602,500        *
09/05/96           35,000       32.75          1,146,250        *
09/09/96            5,000      32.875            164,375        *
12/04/96           18,000       42.00            756,000        *
11/24/96           98,000       37.50          3,675,000        *
01/01/97           52,500      42.625          2,237,812        *
Unissued Options      900      32.375             29,137        *
----------------------------------------------------------------- 
----------------------------------------------------------------- 
NON-
DISCRETIONARY
PLAN:
-----------------------------------------------------------------  
05/01/91           10,000  $     5.00        $    50,000        *
01/01/94           40,000      10.375            415,000        *
09/10/94           10,000      17.625            176,250        *
07/18/95           30,000       22.75            682,500        *
07/16/96           10,000       29.25            292,500        *
11/21/96           10,000       37.50            375,000        *
02/19/97           10,000      36.325            363,250        *
03/21/97           10,000       32.75            327,500        *
Unissued Options   70,000      32.375          2,266,250        *
Unissued Options  100,000      32.375          3,237,500  $   981
----------------------------------------------------------------- 
----------------------------------------------------------------- 
1997 PLAN:
03/21/97           613,250 $   32.875        $20,160,594    6,109
Unissued Options   886,750     32.375         28,708,531    8,700
----------------------------------------------------------------- 
----------------------------------------------------------------- 
TOTALS           3,575,000                   $90,576,150  $15,790

*The registration fee for these securities was previously paid.
                           _________________________
<PAGE>
 
         INCORPORATION OF EARLIER REGISTRATION STATEMENTS 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 (File No. 33-90450) as filed with
the Securities And Exchange Commission (the "Commission") on March 17, 1995 and
the Company's Registration Statement on Form S-8 (File No. 333-18311) as filed
with the Commission on December 19, 1996.

                             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 March 16, 1995 Annual Meeting Of Stockholders.  The 1994
Plan was amended by the Company's stockholders at the June 5, 1996 Annual
Meeting Of Stockholders 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 1,500,000 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 1997 Stock Option Plan (the "1997 Plan").  The 1997
Plan was approved by the Company's stockholders at the June 17, 1997 Annual
Meeting Of Stockholders.

          This Registration Statement also relates to 300,000 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.  The Non-Discretionary Plan was amended by the
Company's stockholders at the June 5, 1996 Annual Meeting Of Stockholders to
increase the number of shares issuable upon the exercise of stock options under
the Non-Discretionary Plan from 100,000 to 200,000.  The Non-Discretionary Plan
was amended by the Company's stockholders at the June 17, 1997 Annual Meeting Of
Stockholders to increase from the number of shares issuable upon the exercise of
stock options under the Non-Discretionary Plan from 200,000 to 300,000.

<PAGE>
 
          This Registration Statement also relates to the resale of 286,880
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 238,850 shares of Common
Stock that have been or may be acquired by certain persons upon the exercise of
options granted pursuant to the 1997 Plan, and 120,000 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 1,155,830
shares of Common Stock is found at pages 6 through 19 of this Registration
Statement.

<PAGE>
 
PROSPECTUS

                                1,155,830 Shares

                         BARRETT RESOURCES CORPORATION

                                  Common Stock

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


          The 1,155,830 shares of common stock (the "Common Stock") of Barrett
Resources Corporation (the "Company" or "Barrett") 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 June 16, 1997, the last reported
sale price for the Company's Common Stock on the NYSE was $32.375 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 June 19, 1997
<PAGE>
 
                             AVAILABLE INFORMATION

          This Prospectus constitutes a part of a Registration Statement on Form
S-8 (herein together with all amendments thereto referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act").  This Prospectus does
not contain all the information set forth in the Registration Statement and
exhibits thereto, and statements included in this Prospectus as to the content
of any contract or other document referred to are not necessarily complete.  For
further information, reference is made to the Registration Statement and to the
exhibits and schedules filed therewith.  All these documents may be inspected at
the Commission's principal office in Washington, D.C. without charge, and copies
of them may be obtained from the Commission upon payment of prescribed fees.
Statements contained in this Prospectus as to the contents of any contract or
other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith files reports, proxy statements and other information with
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., Washington, D.C. 20549, Room 1024 and at
the following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York, New York
10048.  Copies of such material also can be obtained at prescribed rates by
writing to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.  In addition, such materials filed electronically by the
Company with the Commission are available at the Commission's World Wide Web
site at http://www.sec.gov.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents that previously were, or are required in the
future to be, filed with the Commission (File No. 1-13446) pursuant to the
Exchange Act are incorporated herein by reference:

          (i)   the Company's Annual Report on Form 10-K for the year ended
                December 31, 1996;

          (ii)  the Company's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1997;

          (iii) the Company's Current Reports on Form 8-K dated each of
                January 8, 1997, February 10, 1997 and February 13, 1997;

          (iv)  the description of the Company's Common Stock contained in the
                Company's registration statement on Form 8-A as filed with the
                Commission on October 27, 1994;

          (v)   the Company's Proxy Statement dated April 24, 1997 concerning
                the Company's Annual Meeting of Stockholders held June 17, 1997;
                and

          (vi)  all documents filed by the Company pursuant to Sections 13(a),
                13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
                this Prospectus and prior to the termination of the offering
                made hereby.

          Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that such statement is modified or
<PAGE>
 
replaced by a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference into this Prospectus. Any such statement so modified or superseded
shall not be deemed, except as so modified or replaced, to constitute a part of
this Prospectus. The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or oral request
of any such person, a copy of any or all of the documents referred to above that
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Eugene A. Lang, Jr., Senior Vice President, Barrett Resources
Corporation, 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80202,
(303) 572-3900.

<PAGE>
 
                     ___________________ 
                      TABLE OF CONTENTS
                     ___________________

<TABLE>
<CAPTION>
 
 
<S>                                                <C>
AVAILABLE INFORMATION............................   7
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..   7
 
THE COMPANY......................................  10
 
RISK FACTORS.....................................  11
 
PROSPECTIVE SELLING STOCKHOLDERS.................  14
 
PLAN OF DISTRIBUTION.............................  18
 
LEGAL MATTERS....................................  18
 
EXPERTS..........................................  18
 
INDEMNIFICATION..................................  18
</TABLE>
<PAGE>
 
                                  THE COMPANY

          Barrett is an independent natural gas and crude oil exploration and
production company with core areas of activity in the Rocky Mountain Region of
Colorado, Wyoming and Utah; the Mid-Continent Region of Kansas, Oklahoma, New
Mexico and Texas; and the Gulf of Mexico Region of offshore Texas and Louisiana.
At December 31, 1996, the Company's estimated proved reserves were 814.3 Bcfe
(83% natural gas and 17% crude oil) with an implied reserve life of 11.3 years
based on 1996 total production of 72 Bcfe.

          The Company concentrates its activities in core areas in which it has
accumulated detailed geologic knowledge and developed significant management
expertise.  The Company continues to build on its interests in the Piceance
Basin in northwestern Colorado, the Uinta Basin of northeastern Utah, the
Anadarko and Arkoma Basins in Oklahoma, and the Wind River Basin in Wyoming and
the Gulf of Mexico.  The Company also has 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.  At December 31, 1996, these principal areas
of focus represented approximately 94% of the Company's estimated proved
reserves.

          As of December 31, 1996, the Company owned interests in 2,106
producing wells and operated 1,310 of these wells.  These operated wells
contributed approximately 82% of Barrett's natural gas and oil production for
the year ended December 31, 1996.  The Company also owns interests in and
operates a natural gas gathering system, a 27-mile pipeline and a natural gas
processing plant in the Piceance Basin.

          Barrett markets all of its own natural gas and oil production from
wells that it operates.  In addition, the Company engages in natural gas trading
activities, which involve purchasing natural gas from third parties and selling
natural gas to other parties at prices and volumes that management anticipates
will result in profits to the Company.

          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 the Plans.

<PAGE>
 
                                  RISK FACTORS

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

VOLATILITY OF PRICES AND AVAILABILITY OF MARKETS

          The Company's revenues, profitability and future rate of growth are
dependent in part upon prevailing prices for natural gas and oil, which can be
extremely volatile.  There can be no assurance that current price levels can be
sustained.  Prices also are 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.  The marketability of the Company's production depends in part upon the
availability, proximity and capacity of natural gas gathering systems, pipelines
and processing facilities.  Federal and state regulation of natural 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.  For the
year ended December 31, 1995, the Company's production and reserve base were
approximately 82% and 87% natural gas, respectively, on an energy equivalent
basis.  For the year ended December 31, 1996, the Company's production and
reserve base were approximately 84% and 83% natural gas, respectively, on an
energy equivalent basis.  As a result, the Company's earnings and cash flow are
more sensitive to fluctuations in the price of natural gas than to fluctuations
in the price of oil.

          The Company engages in hedging activities with respect to some of its
natural gas and oil production through a variety of financial arrangements
designed to protect against price declines, including swaps.  To the extent that
Barrett engages in such activities, it may be prevented from realizing the
benefits of price increases above the levels of the hedges.  Risks related to
hedging activities include the risk that counterparties to hedge transactions
will default on obligations to the Company.  The Company maintains a Risk
Management Committee to oversee its production hedging and trading activities.

          The Company reports its operations using the full cost method of
accounting for natural gas and oil properties.  Under full cost accounting
rules, the net capitalized costs of natural 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%, 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 natural 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 natural gas
and oil properties increases when natural 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.

<PAGE>
 
OTHER INDUSTRY AND BUSINESS RISKS

          The Company competes in the areas of natural gas and oil exploration,
production, development and transportation with other companies, many of which
may have substantially greater financial and other resources.  The nature of the
natural 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, and damage or loss
from adverse weather and seas, the occurrence of any of which could result in
losses to the Company.  The operation of the Company's natural gas processing
plant and its natural gas gathering systems involves certain risks, including
explosions and environmental hazards caused by pipeline leaks and ruptures.  The
effect of these hazards are increased with respect to the Company's Gulf of
Mexico activities due to the difficulty of containing leaks and ruptures in
offshore locations as well as hazards inherent in marine operations, such as
capsizing, grounding, collision and damage from weather or sea conditions or
unsound location.  In accordance with customary industry practices, the Company
maintains insurance against some, but not all, of these risks in amounts that
management believes to be reasonable.  The occurrence of a significant event
that is not fully insured could have a material adverse effect on the Company's
financial position.  International operations are subject to certain risks,
including expropriation of assets, governmental changes in applicable law,
policies and contract terms, foreign government approvals, political
instability, guerilla activity, payment delays, and currency exchange and
repatriation losses.

          The Company's revenues depend on its level of success in acquiring or
finding additional reserves.  Certain areas in which the Company is engaged in,
or planning, significant exploration and development activities are experiencing
increased activity by other companies.  This may result in shortages of, or
delays in the availability of, drilling rigs and other equipment and increased
costs as more users pursue available rigs.  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
additional reserves or that the Company will have future success in drilling
productive wells.

          Natural gas trading activities involve a high degree of risk because
of the inherent uncertainties associated with the natural gas trading process.
These uncertainties include the lack of predictability in natural gas prices,
risk of non-performance by counterparties, 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 natural gas trading activities.
In addition, natural 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.

ENGINEERS' ESTIMATES OF RESERVES AND FUTURE NET REVENUES

          This Prospectus contains estimates of reserves and of future net
revenues which have been prepared by the Company and, have been reviewed by
independent 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

<PAGE>
 
adjustment either up or down in the future. The actual amounts of production,
revenues, taxes, development expenditures, operating expenses, and quantities of
recoverable natural gas and oil reserves to be encountered may vary
substantially from the engineers' estimates. Estimates of reserves also are
extremely sensitive to the market prices for natural gas and oil.

GOVERNMENT REGULATION AND ENVIRONMENTAL RISKS

          The production and sale of natural gas and oil are subject to a
variety of federal, state and local government regulations that may be changed
from time to time in response to economic or political conditions.  The
regulations concern, among other matters, the prevention of waste, the discharge
of materials into the environment, the conservation of natural gas and oil,
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.  The Company currently has a dispute with
the Internal Revenue Service.  Although the Company believes it will prevail in
its position, there can be no assurance of a favorable outcome. Many
jurisdictions have at various times imposed limitations on the production of
natural gas and oil by restricting the rate of flow for natural 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 and to date such compliance has not had a
material adverse effect on the earnings or competitive position of the Company,
there can be no assurance that significant costs for compliance will not be
incurred in the future.  Compliance with environmental laws, including the
preparation of environmental assessments and impact statements, can delay
drilling activity, thereby potentially reducing revenue and cash flow.

<PAGE>
 
                    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"), an aggregate of 1,500,000 shares of Common Stock reserved for issuance
under the 1997 Plan (the "1997 Shares") and an aggregate of 300,000 shares of
Common Stock reserved for issuance under the Non-Discretionary Plan (the "Non-
Discretionary Shares").  The 1990 Shares, 1994 Shares, the 1997 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, 1997 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 1,155,830 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, 1997 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.
<PAGE>
 
<TABLE>
<CAPTION>

                                                            Prior To
                                                            Offering                                After Offering
                                                            --------                                --------------
                                                                                    Number Of
                                                            Number Of                Shares         Number
                                                             Shares                Covered By         Of
      Name                          Position                 Owned               Prospectus/(1)/    Shares    Percent
      ----                          --------               ---------            ---------------    -------   -------
<S>                        <C>                          <C>                     <C>               <C>        <C>
William J. Barrett         Chairman Of The Board;           540,271/(2)/            225,000         315,271    /(5)/
                           Chief Executive Officer;
                           and Director

Joseph P. Barrett          Vice President - Land             52,411/(15)/            48,900           3,511    /(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      59,143/(12)/            57,500           1,643    /(5)/

James M. Fitzgibbons       Director                          12,000/(10)/            10,000           2,000    /(5)/

Clifford S. Foss, Jr.      Vice President And                57,524/(13)/            57,500              24    /(5)/
                           General Manager - Gulf
                           Of Mexico Region

Hennie L.J.M. Gieskes      Director                         909,214/(19)/            20,000         889,214      2.8

William W. Grant, III      Director                          30,150/(14)/            10,000          20,150    /(5)/

Bryan G. Hassler           Vice President - Marketing        35,619/(20)/            35,500             119    /(5)/

Robert W. Howard           Senior Vice President-Finance;    56,316/(3)/             53,630           2,686    /(5)/
                           and Treasurer

J. Frank Keller            Chief Financial Officer;         142,692/(4)/            100,900          41,792    /(5)/
                           Executive Vice President;
                           Secretary; and Director

Eugene A. Lang, Jr.        Senior Vice President;            89,886/(16)/            42,400          47,486    /(5)/
                           and General Counsel

Paul M. Rady               President; Chief                 202,202/(6)/            202,000             202    /(5)/
                           Operating Officer; and
                           Director

A. Ralph Reed              Executive Vice                   160,402/(7)/            140,000          20,402    /(5)/
                           President-Operations;
                           and Director

James T. Rodgers           Director                          20,000/(19)/            20,000             -0-      -0-
</TABLE>
<PAGE>
 
<TABLE> 
<S>                        <C>                                               <C>                     <C>        <C>       <C>  
Philippe S.E. Schreiber    Director                                          30,007/(19)/            20,000     10,007    /(5)/

Donald H. Stevens          Vice President-Corporate                           32,867/(8)/            32,500        367    /(5)/
                           Relations And Capital
                           Markets

Maurice F. Storm           Vice President And                                40,748/(17)/            40,000        748
                           General 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, 1997 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, 50,000 shares underlying outstanding options granted under the
   1997 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 50.1% 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 115,317 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, 5,600 shares underlying outstanding options granted under the 1994
   Plan and 14,800 shares underlying outstanding options granted under the 1997
   Plan.

   /(4)/ Includes 34,400 shares underlying outstanding options granted under the
   1990 Plan, 39,800 shares underlying outstanding options granted under the
   1994 Plan and 26,700 shares underlying outstanding options granted under the
   1997 Plan.

   /(5)/ Less than one percent.

   /(6)/ Consists of 36,000 shares underlying outstanding options granted under
   the 1990 Plan, 86,000 shares underlying outstanding options granted under the
   1994 Plan and 50,000 shares underlying outstanding options granted under the
   1997 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 10,150 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 outstanding options granted under the
   1994 Plan, 13,750 shares underlying outstanding options granted under the
   1997 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
<PAGE>
 
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 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, 30,000 shares underlying outstanding options granted under the 1994
Plan and 7,500 shares underlying outstanding options granted under the 1997
Plan.

/(13)/ Includes 30,000 shares underlying outstanding options granted under the
1994 Plan and 27,500 shares underlying outstanding options granted under the
1997 Plan.

/(14)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 7,800 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, 15,800 shares underlying outstanding options granted under the 1997 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, 32,800 shares underlying outstanding options granted under the 1997
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.
<PAGE>
 
                              PLAN OF DISTRIBUTION

          The 1,155,830 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.

          Of the 1,155,830 shares which may be offered pursuant to this
Prospectus, 1,074,148 underlie options that currently are outstanding.  If the
options to acquire all 1,074,148 shares are exercised, the Company will receive
proceeds of $24,909,665, 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, 1996 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 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company
<PAGE>
 
has been informed that, in the opinion of the Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.


                                   * * * * *
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The documents listed in (a) through (e) 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, 1996.

                (b)   The Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended March 31, 1997.

                (c)   The Registrant's Current Reports on Form 8-K dated each of
                      January 8, 1997, February 10, 1997 and February 13, 1997.

                (d)   The description of the Registrant's Common Stock contained
                      in the Registrant's registration statement on Form 8-A
                      filed with the Securities And Exchange Commission on
                      October 27, 1994.

                (e)   The Registrant's Proxy Statement dated April 24, 1997
                      concerning the Company's Annual Meeting of Stockholders
                      held on June 17, 1997.


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

                                      II-1
<PAGE>
 
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 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.

          The Company also maintains directors and officers insurance that
provides protection for directors and officers of the Company against personal
liability for wrongful acts, including protection for certain matters for which
the Company may not provide indemnification, such as stockholder derivative
actions.

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, is incorporated by reference from Registrant's
                Registration Statement on Form S-8 dated December 19, 1996
                (Registration No. 333-18311).

          10(c) Barrett Resources Corporation Non-Discretionary Stock Option
                Plan, as amended, is incorporated by reference from Exhibit 99.2
                of the Registrant's Proxy Statement dated April 24, 1997.

                                      II-2
<PAGE>
 
          10(d) Barrett Resources Corporation 1997 Stock Option Plan is
                incorporated by reference from Exhibit 99.1 of the Registrant's
                Proxy Statement dated April 24, 1997.

          23(a) Consent of Arthur Andersen LLP.

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

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

                                      II-3
<PAGE>
 
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 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.

                                     II-4
<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 17th day of June,
1997.

                              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, Chairman Of     June 17, 1997 
-----------------------------  The Board, and Director (Principal                     
William J. Barrett             Executive Officer)                                      
 
/s/ Paul M. Rady               President, Chief Operating Officer,      June 17, 1997
-----------------------------  and Director 
Paul M. Rady                   
 
 
/s/ A. Ralph Reed              Executive Vice President, and Director   June 17, 1997
-----------------------------
A. Ralph Reed
 
/s/ John F. Keller             Executive Vice President, Chief Finan-   June 17, 1997
-----------------------------  cial Officer, Secretary, and Director
John F. Keller                 (Principal Financial Officer)
 
/s/ C. Robert Buford           Director                                 June 17, 1997 
-----------------------------  
C. Robert Buford
 
-----------------------------  Director                                 June __, 1997
Derrill Cody
</TABLE> 
                                      II-5
<PAGE>
 
<TABLE>
<CAPTION>
Signature                      Title                                    Date 
---------                      -----                                    ----
<S>                            <C>                                      <C>
/s/ James M. Fitzgibbons       Director                                 June 17, 1997
-----------------------------
James M. Fitzgibbons
 
/s/ Hennie L.J.M. Gieskes      Director                                 June 17, 1997
-----------------------------
Hennie L.J.M. Gieskes

/s/ William W. Grant, III      Director                                 June 17, 1997
-----------------------------  
William W. Grant, III
 
/s/ James T. Rodgers           Director                                 June 17, 1997
-----------------------------
James T. Rodgers
 
/s/ Philippe S.E. Schreiber    Director                                 June 17, 1997
-----------------------------  
Philippe S.E. Schreiber
 
/s/ Harry S. Welch             Director                                 June 17, 1997
-----------------------------
Harry S. Welch
</TABLE>

                                     II-6
<PAGE>
 
                                 Exhibit Index



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, is
      incorporated by reference from Registrant's Registration Statement on Form
      S-8 dated December 19, 1996 (Registration No. 333-18311).

10(c) Barrett Resources Corporation Non-Discretionary Stock Option Plan, as
      amended, is incorporated by reference from Exhibit 99.2 of the
      Registrant's Proxy Statement dated April 24, 1997.

10(d) Barrett Resources Corporation 1997 Stock Option Plan is incorporated
      by reference from Exhibit 99.1 of the Registrant's Proxy Statement
      dated April 24, 1997.

23(a) Consent of Arthur Andersen LLP.

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

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 65023}]
{"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": "333-29669", "film-number": "97627398"}, "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 June 19, 1997

                                                  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
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                         BARRETT RESOURCES CORPORATION
     1990 STOCK OPTION PLAN, 1994 STOCK OPTION PLAN, 1997 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
--------------------------------------------------------------------------------

                                (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 Fee
                                             Offering Price       Aggregate
                                                Per Unit       Offering Price
--------------------------------------------------------------------------------------------------
Common Stock,          3,575,000 shares (1)       $42.625 (2)   $90,576,150 (3)         $15,790 (3)
$.01 par value
==================================================================================================
(1) Consists of 775,000 shares issued or issuable pursuant to the Company's 1990
    Stock Option Plan, 1,000,000 shares issued or issuable pursuant to the
    Company's 1994 Stock Option Plan 1,500,000 shares issuable pursuant to the
    Company's 1997 Stock Option Plan, and 300,000 shares issued or issuable
    pursuant to the Company's Non-Discretionary Plan.

(2) The amount shown is the highest exercise price per share for outstanding
    options.  For information concerning offering prices used to calculate the
    Amount Of Registration Fee, see footnote (3) below.

(3) The following table sets forth the calculation of the Proposed Maximum
    Aggregate Offering Price and the Amount Of Registration Fee.  The Proposed
    Maximum Aggregate Offering Price was calculated using the exercise price of
    the options previously granted for the shares underlying such options, and,
    pursuant to Rule 457(h), using the average of the high and low reported
    sales prices of the Company's common stock on the New York Stock Exchange on
    June 16, 1997 which is within five business days of the date of filing (June
    19, 1997) of this Registration Statement, for shares for which the exercise
    price is unknown because options representing those shares have not yet been
    granted. In accordance with General Instruction E to Form S-8, the
    Registration Fee is calculated only with respect to the additional
    securities (1,500,000 shares issuable upon the exercise of stock options
    under the 1997 Stock Option Plan and the 100,000 additional shares issuable
    upon the exercise of stock options under the Non-Discretionary Plan)
    included in this Registration Statement on Form S-8.
----------------------------------------------------------------------------
                         AMOUNT                 PROPOSED
                           OF        EXERCISE    MAXIMUM
PLAN AND DATE           OPTIONS     PRICE OF    AGGREGATE       AMOUNT OF
OF GRANT                GRANTED      OPTIONS    OFFERING    REGISTRATION FEE
----------------------------------------------------------------------------
1990 PLAN                          
12/18/91                 10,000    $    3.875  $   38,750          *
07/06/92                316,000          4.25   1,343,000          *
07/31/92                 30,000         5.125     153,750          *
06/17/93                 20,000        12.125     242,500          *
06/21/93                 20,000        11.875     237,500          *
12/18/93                 25,000        11.375     284,375          *
02/01/94                 20,000         11.25     225,000          *
04/01/94                330,000        13.375   4,413,750          *
06/15/95                  4,000         24.00      96,000          *
----------------------------------------------------------------------------
----------------------------------------------------------------- 
1994 PLAN
-----------------------------------------------------------------
04/01/94            6,600  $   13.375        $    88,275        *
09/10/94         147,9000      17.625          2,606,738        *
11/14/94           16,000       20.50            328,000        *
11/21/94            5,000      20.875            104,375        *
12/19/94           10,000      20.250            202,500        *
01/01/95           30,000       20.50            615,000        *
06/15/95           36,000       24.00            864,000        *
09/08/95           10,000      23.875            238,750        *
03/05/95          343,600      23.125          7,945,750        *
06/24/96           28,000      28.125            787,500        *
07/01/96           40,000       29.50          1,180,000        *
07/16/96           50,000       29.25          1,462,500        *
07/22/96           20,000       30.50            610,000        *
07/26/96           27,500      30.625            842,188        *
07/29/96           20,000      30.125            602,500        *
09/05/96           35,000       32.75          1,146,250        *
09/09/96            5,000      32.875            164,375        *
12/04/96           18,000       42.00            756,000        *
11/24/96           98,000       37.50          3,675,000        *
01/01/97           52,500      42.625          2,237,812        *
Unissued Options      900      32.375             29,137        *
----------------------------------------------------------------- 
----------------------------------------------------------------- 
NON-
DISCRETIONARY
PLAN:
-----------------------------------------------------------------  
05/01/91           10,000  $     5.00        $    50,000        *
01/01/94           40,000      10.375            415,000        *
09/10/94           10,000      17.625            176,250        *
07/18/95           30,000       22.75            682,500        *
07/16/96           10,000       29.25            292,500        *
11/21/96           10,000       37.50            375,000        *
02/19/97           10,000      36.325            363,250        *
03/21/97           10,000       32.75            327,500        *
Unissued Options   70,000      32.375          2,266,250        *
Unissued Options  100,000      32.375          3,237,500  $   981
----------------------------------------------------------------- 
----------------------------------------------------------------- 
1997 PLAN:
03/21/97           613,250 $   32.875        $20,160,594    6,109
Unissued Options   886,750     32.375         28,708,531    8,700
----------------------------------------------------------------- 
----------------------------------------------------------------- 
TOTALS           3,575,000                   $90,576,150  $15,790

*The registration fee for these securities was previously paid.
                           _________________________
INCORPORATION OF EARLIER REGISTRATION STATEMENTS 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 (File No. 33-90450) as filed with
the Securities And Exchange Commission (the "Commission") on March 17, 1995 and
the Company's Registration Statement on Form S-8 (File No. 333-18311) as filed
with the Commission on December 19, 1996.

                             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 March 16, 1995 Annual Meeting Of Stockholders.  The 1994
Plan was amended by the Company's stockholders at the June 5, 1996 Annual
Meeting Of Stockholders 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 1,500,000 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 1997 Stock Option Plan (the "1997 Plan").  The 1997
Plan was approved by the Company's stockholders at the June 17, 1997 Annual
Meeting Of Stockholders.

          This Registration Statement also relates to 300,000 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.  The Non-Discretionary Plan was amended by the
Company's stockholders at the June 5, 1996 Annual Meeting Of Stockholders to
increase the number of shares issuable upon the exercise of stock options under
the Non-Discretionary Plan from 100,000 to 200,000.  The Non-Discretionary Plan
was amended by the Company's stockholders at the June 17, 1997 Annual Meeting Of
Stockholders to increase from the number of shares issuable upon the exercise of
stock options under the Non-Discretionary Plan from 200,000 to 300,000.
This Registration Statement also relates to the resale of 286,880
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 238,850 shares of Common
Stock that have been or may be acquired by certain persons upon the exercise of
options granted pursuant to the 1997 Plan, and 120,000 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 1,155,830
shares of Common Stock is found at pages 6 through 19 of this Registration
Statement.
PROSPECTUS

                                1,155,830 Shares

                         BARRETT RESOURCES CORPORATION

                                  Common Stock

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

          The 1,155,830 shares of common stock (the "Common Stock") of Barrett
Resources Corporation (the "Company" or "Barrett") 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 June 16, 1997, the last reported
sale price for the Company's Common Stock on the NYSE was $32.375 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 June 19, 1997
AVAILABLE INFORMATION

          This Prospectus constitutes a part of a Registration Statement on Form
S-8 (herein together with all amendments thereto referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act").  This Prospectus does
not contain all the information set forth in the Registration Statement and
exhibits thereto, and statements included in this Prospectus as to the content
of any contract or other document referred to are not necessarily complete.  For
further information, reference is made to the Registration Statement and to the
exhibits and schedules filed therewith.  All these documents may be inspected at
the Commission's principal office in Washington, D.C. without charge, and copies
of them may be obtained from the Commission upon payment of prescribed fees.
Statements contained in this Prospectus as to the contents of any contract or
other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith files reports, proxy statements and other information with
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., Washington, D.C. 20549, Room 1024 and at
the following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York, New York
10048.  Copies of such material also can be obtained at prescribed rates by
writing to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.  In addition, such materials filed electronically by the
Company with the Commission are available at the Commission's World Wide Web
site at http://www.sec.gov.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents that previously were, or are required in the
future to be, filed with the Commission (File No. 1-13446) pursuant to the
Exchange Act are incorporated herein by reference:

          (i)   the Company's Annual Report on Form 10-K for the year ended
                December 31, 1996;

          (ii)  the Company's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1997;

          (iii) the Company's Current Reports on Form 8-K dated each of
                January 8, 1997, February 10, 1997 and February 13, 1997;

          (iv)  the description of the Company's Common Stock contained in the
                Company's registration statement on Form 8-A as filed with the
                Commission on October 27, 1994;

          (v)   the Company's Proxy Statement dated April 24, 1997 concerning
                the Company's Annual Meeting of Stockholders held June 17, 1997;
                and

          (vi)  all documents filed by the Company pursuant to Sections 13(a),
                13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
                this Prospectus and prior to the termination of the offering
                made hereby.

          Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that such statement is modified or
replaced by a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference into this Prospectus. Any such statement so modified or superseded
shall not be deemed, except as so modified or replaced, to constitute a part of
this Prospectus. The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or oral request
of any such person, a copy of any or all of the documents referred to above that
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Eugene A. Lang, Jr., Senior Vice President, Barrett Resources
Corporation, 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80202,
(303) 572-3900.
___________________ 
                      TABLE OF CONTENTS
                     ___________________
AVAILABLE INFORMATION............................   7
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..   7
 
THE COMPANY......................................  10
 
RISK FACTORS.....................................  11
 
PROSPECTIVE SELLING STOCKHOLDERS.................  14
 
PLAN OF DISTRIBUTION.............................  18
 
LEGAL MATTERS....................................  18
 
EXPERTS..........................................  18
 
INDEMNIFICATION..................................  18
THE COMPANY

          Barrett is an independent natural gas and crude oil exploration and
production company with core areas of activity in the Rocky Mountain Region of
Colorado, Wyoming and Utah; the Mid-Continent Region of Kansas, Oklahoma, New
Mexico and Texas; and the Gulf of Mexico Region of offshore Texas and Louisiana.
At December 31, 1996, the Company's estimated proved reserves were 814.3 Bcfe
(83% natural gas and 17% crude oil) with an implied reserve life of 11.3 years
based on 1996 total production of 72 Bcfe.

          The Company concentrates its activities in core areas in which it has
accumulated detailed geologic knowledge and developed significant management
expertise.  The Company continues to build on its interests in the Piceance
Basin in northwestern Colorado, the Uinta Basin of northeastern Utah, the
Anadarko and Arkoma Basins in Oklahoma, and the Wind River Basin in Wyoming and
the Gulf of Mexico.  The Company also has 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.  At December 31, 1996, these principal areas
of focus represented approximately 94% of the Company's estimated proved
reserves.

          As of December 31, 1996, the Company owned interests in 2,106
producing wells and operated 1,310 of these wells.  These operated wells
contributed approximately 82% of Barrett's natural gas and oil production for
the year ended December 31, 1996.  The Company also owns interests in and
operates a natural gas gathering system, a 27-mile pipeline and a natural gas
processing plant in the Piceance Basin.

          Barrett markets all of its own natural gas and oil production from
wells that it operates.  In addition, the Company engages in natural gas trading
activities, which involve purchasing natural gas from third parties and selling
natural gas to other parties at prices and volumes that management anticipates
will result in profits to the Company.

          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 the Plans.
RISK FACTORS

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

VOLATILITY OF PRICES AND AVAILABILITY OF MARKETS

          The Company's revenues, profitability and future rate of growth are
dependent in part upon prevailing prices for natural gas and oil, which can be
extremely volatile.  There can be no assurance that current price levels can be
sustained.  Prices also are 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.  The marketability of the Company's production depends in part upon the
availability, proximity and capacity of natural gas gathering systems, pipelines
and processing facilities.  Federal and state regulation of natural 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.  For the
year ended December 31, 1995, the Company's production and reserve base were
approximately 82% and 87% natural gas, respectively, on an energy equivalent
basis.  For the year ended December 31, 1996, the Company's production and
reserve base were approximately 84% and 83% natural gas, respectively, on an
energy equivalent basis.  As a result, the Company's earnings and cash flow are
more sensitive to fluctuations in the price of natural gas than to fluctuations
in the price of oil.

          The Company engages in hedging activities with respect to some of its
natural gas and oil production through a variety of financial arrangements
designed to protect against price declines, including swaps.  To the extent that
Barrett engages in such activities, it may be prevented from realizing the
benefits of price increases above the levels of the hedges.  Risks related to
hedging activities include the risk that counterparties to hedge transactions
will default on obligations to the Company.  The Company maintains a Risk
Management Committee to oversee its production hedging and trading activities.

          The Company reports its operations using the full cost method of
accounting for natural gas and oil properties.  Under full cost accounting
rules, the net capitalized costs of natural 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%, 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 natural 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 natural gas
and oil properties increases when natural 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.
OTHER INDUSTRY AND BUSINESS RISKS

          The Company competes in the areas of natural gas and oil exploration,
production, development and transportation with other companies, many of which
may have substantially greater financial and other resources.  The nature of the
natural 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, and damage or loss
from adverse weather and seas, the occurrence of any of which could result in
losses to the Company.  The operation of the Company's natural gas processing
plant and its natural gas gathering systems involves certain risks, including
explosions and environmental hazards caused by pipeline leaks and ruptures.  The
effect of these hazards are increased with respect to the Company's Gulf of
Mexico activities due to the difficulty of containing leaks and ruptures in
offshore locations as well as hazards inherent in marine operations, such as
capsizing, grounding, collision and damage from weather or sea conditions or
unsound location.  In accordance with customary industry practices, the Company
maintains insurance against some, but not all, of these risks in amounts that
management believes to be reasonable.  The occurrence of a significant event
that is not fully insured could have a material adverse effect on the Company's
financial position.  International operations are subject to certain risks,
including expropriation of assets, governmental changes in applicable law,
policies and contract terms, foreign government approvals, political
instability, guerilla activity, payment delays, and currency exchange and
repatriation losses.

          The Company's revenues depend on its level of success in acquiring or
finding additional reserves.  Certain areas in which the Company is engaged in,
or planning, significant exploration and development activities are experiencing
increased activity by other companies.  This may result in shortages of, or
delays in the availability of, drilling rigs and other equipment and increased
costs as more users pursue available rigs.  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
additional reserves or that the Company will have future success in drilling
productive wells.

          Natural gas trading activities involve a high degree of risk because
of the inherent uncertainties associated with the natural gas trading process.
These uncertainties include the lack of predictability in natural gas prices,
risk of non-performance by counterparties, 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 natural gas trading activities.
In addition, natural 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.

ENGINEERS' ESTIMATES OF RESERVES AND FUTURE NET REVENUES

          This Prospectus contains estimates of reserves and of future net
revenues which have been prepared by the Company and, have been reviewed by
independent 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 natural gas and oil reserves to be encountered may vary
substantially from the engineers' estimates. Estimates of reserves also are
extremely sensitive to the market prices for natural gas and oil.

GOVERNMENT REGULATION AND ENVIRONMENTAL RISKS

          The production and sale of natural gas and oil are subject to a
variety of federal, state and local government regulations that may be changed
from time to time in response to economic or political conditions.  The
regulations concern, among other matters, the prevention of waste, the discharge
of materials into the environment, the conservation of natural gas and oil,
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.  The Company currently has a dispute with
the Internal Revenue Service.  Although the Company believes it will prevail in
its position, there can be no assurance of a favorable outcome. Many
jurisdictions have at various times imposed limitations on the production of
natural gas and oil by restricting the rate of flow for natural 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 and to date such compliance has not had a
material adverse effect on the earnings or competitive position of the Company,
there can be no assurance that significant costs for compliance will not be
incurred in the future.  Compliance with environmental laws, including the
preparation of environmental assessments and impact statements, can delay
drilling activity, thereby potentially reducing revenue and cash flow.
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"), an aggregate of 1,500,000 shares of Common Stock reserved for issuance
under the 1997 Plan (the "1997 Shares") and an aggregate of 300,000 shares of
Common Stock reserved for issuance under the Non-Discretionary Plan (the "Non-
Discretionary Shares").  The 1990 Shares, 1994 Shares, the 1997 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, 1997 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 1,155,830 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, 1997 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.
Prior To
                                                            Offering                                After Offering
                                                            --------                                --------------
                                                                                    Number Of
                                                            Number Of                Shares         Number
                                                             Shares                Covered By         Of
      Name                          Position                 Owned               Prospectus/(1)/    Shares    Percent
      ----                          --------               ---------            ---------------    -------   -------
William J. Barrett         Chairman Of The Board;           540,271/(2)/            225,000         315,271    /(5)/
                           Chief Executive Officer;
                           and Director

Joseph P. Barrett          Vice President - Land             52,411/(15)/            48,900           3,511    /(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      59,143/(12)/            57,500           1,643    /(5)/

James M. Fitzgibbons       Director                          12,000/(10)/            10,000           2,000    /(5)/

Clifford S. Foss, Jr.      Vice President And                57,524/(13)/            57,500              24    /(5)/
                           General Manager - Gulf
                           Of Mexico Region

Hennie L.J.M. Gieskes      Director                         909,214/(19)/            20,000         889,214      2.8

William W. Grant, III      Director                          30,150/(14)/            10,000          20,150    /(5)/

Bryan G. Hassler           Vice President - Marketing        35,619/(20)/            35,500             119    /(5)/

Robert W. Howard           Senior Vice President-Finance;    56,316/(3)/             53,630           2,686    /(5)/
                           and Treasurer

J. Frank Keller            Chief Financial Officer;         142,692/(4)/            100,900          41,792    /(5)/
                           Executive Vice President;
                           Secretary; and Director

Eugene A. Lang, Jr.        Senior Vice President;            89,886/(16)/            42,400          47,486    /(5)/
                           and General Counsel

Paul M. Rady               President; Chief                 202,202/(6)/            202,000             202    /(5)/
                           Operating Officer; and
                           Director

A. Ralph Reed              Executive Vice                   160,402/(7)/            140,000          20,402    /(5)/
                           President-Operations;
                           and Director

James T. Rodgers           Director                          20,000/(19)/            20,000             -0-      -0-
Philippe S.E. Schreiber    Director                                          30,007/(19)/            20,000     10,007    /(5)/

Donald H. Stevens          Vice President-Corporate                           32,867/(8)/            32,500        367    /(5)/
                           Relations And Capital
                           Markets

Maurice F. Storm           Vice President And                                40,748/(17)/            40,000        748
                           General 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, 1997 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, 50,000 shares underlying outstanding options granted under the
   1997 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 50.1% 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 115,317 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, 5,600 shares underlying outstanding options granted under the 1994
   Plan and 14,800 shares underlying outstanding options granted under the 1997
   Plan.

   /(4)/ Includes 34,400 shares underlying outstanding options granted under the
   1990 Plan, 39,800 shares underlying outstanding options granted under the
   1994 Plan and 26,700 shares underlying outstanding options granted under the
   1997 Plan.

   /(5)/ Less than one percent.

   /(6)/ Consists of 36,000 shares underlying outstanding options granted under
   the 1990 Plan, 86,000 shares underlying outstanding options granted under the
   1994 Plan and 50,000 shares underlying outstanding options granted under the
   1997 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 10,150 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 outstanding options granted under the
   1994 Plan, 13,750 shares underlying outstanding options granted under the
   1997 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 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, 30,000 shares underlying outstanding options granted under the 1994
Plan and 7,500 shares underlying outstanding options granted under the 1997
Plan.

/(13)/ Includes 30,000 shares underlying outstanding options granted under the
1994 Plan and 27,500 shares underlying outstanding options granted under the
1997 Plan.

/(14)/ Includes 10,000 shares underlying outstanding options granted under the
Non-Discretionary Plan and 7,800 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, 15,800 shares underlying outstanding options granted under the 1997 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, 32,800 shares underlying outstanding options granted under the 1997
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 1,155,830 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.

          Of the 1,155,830 shares which may be offered pursuant to this
Prospectus, 1,074,148 underlie options that currently are outstanding.  If the
options to acquire all 1,074,148 shares are exercised, the Company will receive
proceeds of $24,909,665, 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, 1996 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 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 Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.

                                   * * * * *
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The documents listed in (a) through (e) 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, 1996.

                (b)   The Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended March 31, 1997.

                (c)   The Registrant's Current Reports on Form 8-K dated each of
                      January 8, 1997, February 10, 1997 and February 13, 1997.

                (d)   The description of the Registrant's Common Stock contained
                      in the Registrant's registration statement on Form 8-A
                      filed with the Securities And Exchange Commission on
                      October 27, 1994.

                (e)   The Registrant's Proxy Statement dated April 24, 1997
                      concerning the Company's Annual Meeting of Stockholders
                      held on June 17, 1997.

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

                                      II-1
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 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.

          The Company also maintains directors and officers insurance that
provides protection for directors and officers of the Company against personal
liability for wrongful acts, including protection for certain matters for which
the Company may not provide indemnification, such as stockholder derivative
actions.

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, is incorporated by reference from Registrant's
                Registration Statement on Form S-8 dated December 19, 1996
                (Registration No. 333-18311).

          10(c) Barrett Resources Corporation Non-Discretionary Stock Option
                Plan, as amended, is incorporated by reference from Exhibit 99.2
                of the Registrant's Proxy Statement dated April 24, 1997.

                                      II-2
10(d) Barrett Resources Corporation 1997 Stock Option Plan is
                incorporated by reference from Exhibit 99.1 of the Registrant's
                Proxy Statement dated April 24, 1997.

          23(a) Consent of Arthur Andersen LLP.

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

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

                                      II-3
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 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.

                                     II-4
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 17th day of June,
1997.

                              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, Chairman Of     June 17, 1997 
-----------------------------  The Board, and Director (Principal                     
William J. Barrett             Executive Officer)                                      
 
/s/ Paul M. Rady               President, Chief Operating Officer,      June 17, 1997
-----------------------------  and Director 
Paul M. Rady                   
 
 
/s/ A. Ralph Reed              Executive Vice President, and Director   June 17, 1997
-----------------------------
A. Ralph Reed
 
/s/ John F. Keller             Executive Vice President, Chief Finan-   June 17, 1997
-----------------------------  cial Officer, Secretary, and Director
John F. Keller                 (Principal Financial Officer)
 
/s/ C. Robert Buford           Director                                 June 17, 1997 
-----------------------------  
C. Robert Buford
 
-----------------------------  Director                                 June __, 1997
Derrill Cody
II-5
Signature                      Title                                    Date 
---------                      -----                                    ----
/s/ James M. Fitzgibbons       Director                                 June 17, 1997
-----------------------------
James M. Fitzgibbons
 
/s/ Hennie L.J.M. Gieskes      Director                                 June 17, 1997
-----------------------------
Hennie L.J.M. Gieskes

/s/ William W. Grant, III      Director                                 June 17, 1997
-----------------------------  
William W. Grant, III
 
/s/ James T. Rodgers           Director                                 June 17, 1997
-----------------------------
James T. Rodgers
 
/s/ Philippe S.E. Schreiber    Director                                 June 17, 1997
-----------------------------  
Philippe S.E. Schreiber
 
/s/ Harry S. Welch             Director                                 June 17, 1997
-----------------------------
Harry S. Welch
II-6
Exhibit Index

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, is
      incorporated by reference from Registrant's Registration Statement on Form
      S-8 dated December 19, 1996 (Registration No. 333-18311).

10(c) Barrett Resources Corporation Non-Discretionary Stock Option Plan, as
      amended, is incorporated by reference from Exhibit 99.2 of the
      Registrant's Proxy Statement dated April 24, 1997.

10(d) Barrett Resources Corporation 1997 Stock Option Plan is incorporated
      by reference from Exhibit 99.1 of the Registrant's Proxy Statement
      dated April 24, 1997.

23(a) Consent of Arthur Andersen LLP.

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

                                     II-7