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                                                                EXHIBIT 10.30(b)

                                AMENDMENT NO. 1
                                      TO
                            VASTAR RESOURCES, INC.
                            EXECUTIVE DEFERRAL PLAN
                          __________________________

Pursuant to the resolutions adopted by the Board of Directors on December 5,
1996 the Vastar Resources, Inc. Executive Deferral Plan (the "Plan") is amended
effective as of January 1, 1997.

1.   Article I, Section 3.1 of the Plan is amended to read as follows:

     "3.1 Account means a separate bookkeeping account maintained by the Company
     for each Employee and which measures and determines the amounts to be paid
     to the Employee under the Plan for each component of Deferred Compensation.
     Separate subaccounts will be established for separate components of
     Deferred Compensation, as applicable, deferred by an Employee."

2.   Article I, Section 3.3 of the Plan is amended to read as follows:

     "3.3  Awards means cash awards made under the Vastar Resources, Inc. Annual
     Incentive Plan or the Vastar Resources, Inc. Variable Pay Plan."

3.   Article I, Section 3.9 of the Plan is amended to read as follows:

     "3.9  Deferral Commitment means a promise made by an Employee to defer
     compensation pursuant to Article III for which a Participation Agreement
     has been submitted by the Employee to the Company."

4.   Article I, Section 3.11 of the Plan is deleted and Sections 3.12 through
     3.31 are redesignated as Sections 3.11 through 3.30.

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5.   Article II, Section 1 of the Plan is amended to read as follows:

     "SECTION 1. ELIGIBILITY AND PARTICIPATION
     1.1         ELIGIBILITY. Eligibility to make a Deferral Commitment shall be
     limited to Employees who are classified in the Vastar executive management
     group tier 1, 2 or 3, or are grades VR08 or VR07 in the Company's exempt
     grade structure and, with respect to grade VR07, have a base salary of at
     least $120,000."

6.   Article II, Section 2 of the Plan is amended to read as follows:

     "SECTION 2. BASIC FORMS OF DEFERRAL
     2.1         A Participant may elect to defer the following forms of
     compensation in a Participation Agreement:

          (a)    SALARY DEFERRAL. A Participant may elect to defer Salary earned
     during a Deferral Period, subject to any limitations, conditions or
     restrictions, such as minimum or maximum amounts that may be deferred, as
     are prescribed by the Administrative Committee in advance of the Deferral
     Period.

          (b)    AWARD DEFERRAL. A Participant may elect to defer Awards to be
     paid by the Company during a Deferral Period, subject to any limitations,
     conditions or restrictions, such as minimum or maximum amounts that may be
     deferred, as are prescribed by the Administrative Committee in advance of
     the Deferral Period.

          (c)    ESSP BENEFIT DEFERRAL. A Participant may elect to defer the
     ESSP Benefit earned during the Deferral Period, subject to any limitations,
     conditions or restrictions, such as minimum or maximum amounts that may be
     deferred, as are prescribed by the Administrative Committee in advance of
     the Deferral Period.

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          (d)    CAP PLAN MAKE-UP DEFERRAL. Any amount of Salary that the
     Participant elected to contribute to defer into the CAP Plan during each
     Deferral Period and which was not permitted due to legal restrictions,
     other than the limitation on the amount of deferrals under Section 402(g)
     of the Code, precluding such deferrals to the CAP Plan shall be deferred
     under this Plan to the extent that such contributions or deferrals would
     have received the Matching Company Contribution under the CAP Plan, as
     applicable. To the extent that such amounts are deferred into this Plan
     during the Deferral Period, the Company will contribute an additional
     amount to this Plan based upon the Matching Company Contribution formula
     then in effect under the CAP Plan, as applicable."

7.   Article II, Section 4 of the Plan is amended to read as follows:

     "4.1        Except as otherwise permitted for accelerated Deferred
     Compensation, as defined in Section 7.1(b) of this Article, Deferral
     Commitments shall be subject to the following limitations:

          (a)    A Participant may not defer more than fifty percent (50%) of
     the Participant's Salary during a Plan Year.

          (b)    The minimum amount that may be deferred for the Deferral Period
     relating to a Deferral Commitment, shall be established by the
     Administrative Committee in advance of the Deferral Period and shall be
     allocable among the forms of Deferred Compensation described in Article II,
     Section 2.1(a) thru (c)."

8.   Article III, Section 1 of the Plan is amended to read as follows:

     "SECTION 1. ACCOUNTS
     1.1         For record-keeping purposes only, an Account shall be
     maintained for each Participant."

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9.   Article III, Section 3 of the Plan is amended to read as follows:

     "SECTION 3. INTEREST RATE
     3.1         A Participant's Account shall be credited as of each Valuation
     Date during each Plan Year at the interest rate previously announced by the
     Company to be applicable for the Plan Year, compounded annually. Interest
     shall be credited as of each Valuation Date from the dates when deferred
     amounts are credited to Accounts based on the balance of each Account.

10.  Article IV, Section 1 of the Plan is amended to read as follows:

     "SECTION 1.  PLAN BENEFIT
     1.1          If a Participant has a Termination of Employment for any
     reason the Company shall pay a Plan benefit equal to the Participant's
     Account balance, as determined below:

          (a)    A Participant's Account shall be credited with the rate of
     interest previously determined under Article III, Section 3.1, and
     communicated in advance of each Deferral Period, to be applicable for each
     Plan Year that the Account has been maintained.

          (b)    The Interest Rates provided under Section 1.1(a) of this
     Article, shall be payable until the Participant's Account is distributed in
     full."

11.  Article IV, Section 2, Paragraph 2.1 of the Plan is amended to read as
     follows:

     "2.1        Retirement Distributions shall be paid at the time and in the
     form of benefit elected by the Participant for the total Deferred
     Compensation (Salary, Awards and ESSP), at the time of the Deferral
     Commitment establishing such deferral, on the Participation Agreement. A
     Participant's election shall be irrevocable, except as follows:

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          (a)    Once each Plan year prior to a Plan Year previously designated
     by the Administrative Committee and communicated to Participants, at a time
     and on a form prescribed by the Administrative Committee, each Participant
     may change the time and/or form of the Retirement Distribution of the total
     Deferred Compensation in the Participant's Account. Effective as of the
     plan year previously designated by the Administrative Committee under the
     preceding sentence, the election by the Participant on file on such date
     shall govern the time and form of the retirement distribution for all
     amounts in the Participant's account, whether attributable to deferrals
     before or after such date.

          (b)    A Participant may request, by application to the Administrative
     Committee, approval of a change of the prior election at any time prior to
     retirement or commencement of benefits, or in the case of installment
     payments, following commencement of payments, (i) without any reduction in,
     or imposition of any penalty on, the Participant's Account, provided that
     the Administrative Committee determines, upon application of the
     Participant, that the Participant has experienced a Financial Hardship
     justifying the request for a change of election; or (ii) the Administrative
     Committee, in its sole discretion, determines that it is appropriate to
     grant the Participant's request.

          (c)    Absent an election by the Participant of the form and/or
     commencement date of the Retirement Distribution, payment will be made in a
     lump sum immediately following the Participant's date of retirement."

12.  Article IV, Section 4 of the Plan is amended to read as follows:

     "SECTION 4. SURVIVOR BENEFITS
     4.1  Amount and Form of Benefit:
          (a)    Death After Age 65. If the Participant dies on or after
     attaining age 65 the Survivor Benefits shall be equal to the Participant's
     Account balance, payable in the form previously elected by the Participant.

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          (b)    Death Prior to Termination of Employment and Prior to Age 65.
     If the Participant dies prior to attaining age 65 and prior to Termination
     of Employment, the Survivor Benefit shall be paid in monthly installments
     and shall be the greater of (i) forty percent (40%) of the Participant's
     total Deferral Commitment, or (ii) the actual Account balance of the
     Participant, assuming a payout for the number of years between the
     Participant's death and the year the Participant would have attained age
     65, but in no event less than ten years, increased by the applicable
     Interest Rate credited on unpaid Account balances of deceased Participants
     during each year of the payment period to the survivor.

          (c)    Death After Termination of Employment and Prior to Age 65.
     If the Participant dies after Termination of Employment and prior to age
     65, the Participant's Account balance, if any, shall be paid by
     continuation of the form of benefit which was payable to the Participant
     for the remaining payments which would have been made to the Participant if
     the Participant had lived, but in no event less than ten years, increased
     by the applicable Interest Rate credited on unpaid Account balances of
     deceased Participants during each year of the payment period to the
     survivor.

          (d)    Special Rule. If the Participant dies before age 65, the
     Survivor Benefit will be paid in monthly installments until the Participant
     would have attained age 65; provided, however, that if payment is made
     pursuant to Section 4.1(b) of this Article, and the number of years between
     the Participant's death and the year the Participant would have attained
     age 65 is less than the period of installments elected by the Participant
     to be payable upon retirement, then the Survivor Benefit will be paid in
     accordance with the Participant's retirement election of installments to be
     payable upon retirement."

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13.  Article IV, Section 5 of the Plan is amended to read as follows:

     "SECTION 5. IN-SERVICE DISTRIBUTIONS

     5.1          A Participant may elect to receive an In-Service Distribution
     from the Participant Account subject to the following restrictions:

          (a)    TIMING OF ELECTION. The election to take an In-Service
     Distribution from an Account must be made at the same time the Participant
     makes the annual Deferral Commitment.

          (b)    AMOUNT OF WITHDRAWAL. The amount which a Participant can elect
     to receive as an In-Service Distribution with respect to an Account shall
     be such portions of the Participant's Account balance, as prescribed by the
     Administrative Committee in advance of the Deferral Period. If a previously
     elected amount exceeds the Account balance when an In-Service Distribution
     is to be made, only the Account balance will be paid.

          (c)    TIMING AND FORM OF IN-SERVICE DISTRIBUTION. The In-Service
     Distribution shall commence at the time and in the form elected by the
     Participant on the Participant Agreement at the time of the Deferral
     Commitment; provided, however, that if the Participant terminates
     employment without a right to commence a retirement allowance under the
     Retirement Plan, the In-Service Distribution election will be canceled and
     distribution will be made pursuant to Section 3 of this Article, and
     provided, further, that if the Participant terminates employment with a
     right to commence a retirement allowance, the In-Service Distribution
     election will be canceled and distribution will be made pursuant to Section
     2 of this Article. In no event shall an In-Service Distribution be made
     prior to seven years following the start of the Deferral Period.

          (d)    Amounts paid to a Participant pursuant to this section shall be
     treated as distributions from the Participant's Account."

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14.  Sections 7 through 10 of Article IV of the Plan are amended to read as
     follows:

     "SECTION 7.  DISABILITY

     7.1         If a Participant suffers a Disability under the provisions of
     the applicable Vastar Resources, Inc. Long-Term Disability Plan, the
     Participant's Deferral Commitments will cease except for any Awards or ESSP
     Benefits which may be payable thereafter. Distribution of the Deferred
     Compensation will not be made due to the Disability. The Participant's
     Account will be distributed in accordance with the method which the
     Participant had elected for payment of retirement benefits with respect to
     such Deferred Compensation if and when the Participant retires following
     his Disability. Absent a retirement election by the Participant, payment
     will be made in a lump sum upon Termination of Employment.

     SECTION 8.  TERMINATION OF EMPLOYMENT DUE TO SPECIAL CIRCUMSTANCES

     8.1         If a Participant terminates employment involuntarily in
     conjunction with a sale of assets or a reorganization (including
     termination due to a specific job elimination) the Participant's Account
     will be distributed in accordance with the method which the Participant had
     elected for payment of retirement benefits with payment commencing on the
     earliest date the Participant would have become eligible to commence
     receiving the retirement benefit. During the period between the
     Participant's termination and the distribution of the Account, and the
     commencement of payments, interest will be credited to the Participant's
     Account each year at the applicable rate of interest. Absent a retirement
     election by the Participant, payment will be made in a lump sum upon
     Termination of Employment.

     SECTION 9.  VALUATION AND SETTLEMENT
     9.1         The date on which a lump sum is paid or the date on which
     installment payments commence shall be the "Settlement Date." The
     Settlement Date shall be no more than thirty (30) days after the last day
     of the month in which the Participant or his Beneficiary becomes entitled
     to payments on 

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     account of retirement, other Termination of Employment or death, unless the
     Participant elects to defer commencement of payments following retirement
     to a later date in the Participation Agreement. The Settlement Date for an
     In-Service Distribution or delayed payments following retirement shall be
     the month which the Participant elects for commencement of such payments in
     the election form for designation of form of payment. The amount of a lump
     sum and the initial amount of installment payments shall be based on the
     value of the Participant's Account as of the Valuation Date at the end of
     the immediately preceding month before the Settlement Date. For example,
     the Valuation Date at the end of December shall be used to determine lump
     sum or the initial amount of installment payments which will be made in the
     following January.

     SECTION 10.  SMALL BENEFIT

     10.1        Notwithstanding any election made by the Participant, the
     Administrative Committee, in its sole discretion, may pay any benefit in
     the form of a lump sum payment to the Participant or any Beneficiary, if
     the lump sum amount of the Account balance which remains in the Account
     following a distribution for any reason, or which is payable to the
     Participant or Beneficiary when payments to such Participant or Beneficiary
     would otherwise commence is less than $2,000."

15.  Article V of the Plan is amendment to read as follows:

                                  "ARTICLE V
                          DESIGNATION OF BENEFICIARY

     SECTION 1.  DESIGNATION OF BENEFICIARY

     1.1         Each Participant shall have the right to designate a
     Beneficiary or Beneficiaries to receive Participant's interest in
     Participant's Account upon Participant death. Such designation shall be
     made on a form prescribed by and delivered to the Company. The Participant
     shall have the right to change or revoke any such designation from time to
     time by filing a new designation or notice of 

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     revocation with the Company, and no notice to any Beneficiary nor consent
     by any Beneficiary shall be required to effect any such change or
     revocation.

     SECTION 2.  FAILURE TO DESIGNATE BENEFICIARY

     2.1         If a Participant shall fail to designate a Beneficiary before
     Participant's death, or if no designated Beneficiary survives the
     Participant, the Administrative Committee shall direct the Company to pay
     the balance in Participant's Account in a lump sum to the executor or
     administrator for Participant's estate."

Executed This 30th day of December, 1997.


ATTEST:                                         VASTAR RESOURCES, INC.



BY: /s/ JONATHAN D. EDELFELT                    BY: /s/ JEFFREY M. BENDER
    -------------------------                       ---------------------
    JONATHAN D. EDELFELT                            JEFFREY M. BENDER
    Associate Secretary                             Vice President
                                                    Human Resources

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