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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                     1999
                                  FORM 10-K\A
                                Amendment No. 3

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

                                  (Mark One)
    [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1999

                                      OR

    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from         to

                        Commission File Number 1-13108

                            Vastar Resources, Inc.
            (Exact name of registrant as specified in its charter)

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

           Delaware                                 95-4446177
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

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

                                (281) 584-6000
             (Registrant's telephone number, including area code)

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

          Securities registered pursuant to Section 12(b) of the Act:


       Title of Each Class             Name of Each Exchange on Which Registered
       -------------------             -----------------------------------------

Common Stock, Par Value $.01 Per Share           New York Stock Exchange


       Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

 Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

 The aggregate market value of the registrant's common equity held by non-
affiliates on March 1, 2000, based on the closing price on the New York Stock
Exchange composite tape on that date of $54 3/4, was $965,424,489.

 As of March 1, 2000, there were 97,649,450 shares of Common Stock
outstanding.


The registrant hereby amends the following items:
     Financial Data Schedule
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SIGNATURE


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



                                       VASTAR RESOURCES, INC.
                                            (Registrant)



Dated: August 17, 2000                  /s/  JOSEPH P. McCOY
                                       ------------------------------
                                       Joseph P. McCoy
                                       Vice President and Controller
                                       (Duly Authorized Officer and
                                       Principal Accounting Officer)