SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/15/2004	3. Issuer Name and Ticker or Trading Symbol BILL BARRETT CORP [ BBG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,415,356	I	See Footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS 2000 LP (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GSCP 2000 Offshore BBOG Holding, L.P. (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GSCP 2000 GmbH BBOG Holding, L.P. (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stone Street BBOG Holding (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STONE STREET FUND 2000 LP (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS & CO (Last) (First) (Middle) 85 BROAD ST C/O GOLDMAN SACHS & CO (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS ADVISORS 2000 LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GSCP 2000 Offshore BBOG Holding, L.P. ("GSCP Offshore BBOG"), GSCP 2000 GmbH BBOG Holding, L.P. ("GSCP Germany BBOG"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), Stone Street BBOG Holding ("Stone BBOG"), Stone Street Fund 2000, L.P. ("Stone 2000" and, together with GSCP 2000, GSCP Offshore BBOG, GSCP Germany BBOG, GS Employee, GS Direct 2000 and Stone BBOG, the "Investing Entities"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GSCP 2000 GmbH BBOG Holding I ("GSCP BBOG I"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany" ), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee LLC"), (continued in footnote 2),

2. Stone Street 2000, L.L.C. ("Stone 2000 GP"), The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with the Investing Entities, GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 GP and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

3. Upon the closing of Bill Barrett Corporation's (the "Company") initial public offering ("IPO") of common stock ("Common Stock"), which occurred on December 15, 2004, the outstanding shares of Series B Preferred Stock of the Company converted automatically into Common Stock in accordance with the formula set forth in Section 5(b) of the Series B Preferred Stock Certificate of Designations. Accordingly, 14,000,000 shares of Series B Preferred Stock that were beneficially owned by the Investing Entities converted automatically into 6,415,356 shares of Common Stock.

4. After conversion of the Series B Preferred Stock, Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 6,415,356 shares of Common Stock through the Investing Entities of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, investment manager or stockholder. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

5. GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000, may be deemed to beneficially own indirectly 3,458,023 shares of Common Stock. GSCP Offshore BBOG beneficially owns directly and its general partner, GSCP Offshore 2000, and GS Advisors 2000, the general partner of GSCP Offshore 2000, may be deemed to beneficially own indirectly 1,256,512 shares of Common Stock. GSCP Germany BBOG beneficially owns directly and each of GSCP BBOG I, the general partner of GSCP Germany BBOG, GSCP Germany, the sole stockholder of GSCP BBOG I, GS GmbH, the sole managing partner of GSCP Germany and GS oHG, the sole stockholder of GS GmbH may be deemed to beneficially own indirectly 144,538 shares of Common Stock. GS Employee beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 1,098,043 shares of Common Stock.

6. GS Direct 2000 beneficially owns directly and its general partner, GS Employee LLC, may be deemed to beneficially own indirectly 229,120 shares of Common Stock. Stone BBOG beneficially owns directly and its sole stockholder, Stone 2000, and Stone 2000 GP, the general partner of Stone 2000, may be deemed to beneficially own indirectly, 10,848 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner, Stone 2000 GP, may be deemed to beneficially own indirectly 218,272 shares of Common Stock. Each of GS Advisors 2000, GSCP Offshore 2000, GSCP BBOG I, GSCP Germany, GS GmbH, GS oHG, GS Employee LLC, Stone 2000 and Stone 2000 GP, disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	/s/ Edward T. Joel, Attorney-in-fact	12/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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