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* Barrett William J (Last) (First) (Middle) 1099 18TH STREET SUITE 2300 (Street) DENVER CO 80202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/09/2004	3. Issuer Name and Ticker or Trading Symbol BILL BARRETT CORP [ BBG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO, Chairman and Director	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	2,405,226(1)	D

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
Options: Right to Buy	(2)	09/10/2012	Common Stock	81,000(3)	$0.0882(3)	D
Options: Right to Buy(4)	(5)	09/10/2012(4)	Common Stock	875,000(3)	$6.5(3)	D

Explanation of Responses:

1. The number of shares of common stock does not give effect to the anticipated reverse stock split to be undertaken in connection with the Issuer's pending initial public offering.

2. 42,500 of these options become exercisable on each of September 10, 2005 and 2006.

3. The number of shares underlying these options and the exercise price of these options do not give effect to the anticipated reverse stock split to be undertaken in connection with the Issuer's pending initial public offering.

4. The Reporting Person has elected to have these options, which are referred to as "Tranche A Options", modified upon the completion of the Issuer's pending initial public offering to provide that each option to purchase one share of common stock for $6.50 per share would become an option to purchase a number of shares of common stock at the initial public offering price that has an estimated value that is equivalent to the estimated value of the outstanding Tranche A Options. The exact ratio will be determined by comparing the relative estimated value of all outstanding Tranche A Options based on the original exercise price and weighted average remaining terms to the estimated value based on the initial public offering price using the Black-Scholes option pricing model and is subject to change based on the actual initial public offering price. The modified options will expire seven years after the consummation of the initial public offering.

5. 20% of these options became exercisable on each of September 10, 2002, 2003 and 2004 and an additional 20% become exercisable on each of September 10, 2005 and 2006.

Remarks:

(A) Table II does not include 100,000 shares of the Issuer's Series A Preferred Stock beneficially owned by the Reporting Person. The Reporting Person is the indirect beneficial owner of an additional 978,600 shares of Series A Preferred Stock. The Reporting Person is the general partner of a limited liability limited partnership that is the record owner of these shares. Upon the closing of the Issuer's pending initial public offering, the outstanding shares of Series A Preferred Stock will convert automatically to common stock. Holders of Series A Preferred Stock will be entitled to receive (a) at the election of the Company, cash or shares of common stock equal to the stated purchase price of $4.17 per share of Series A Preferred Stock, with the number of shares of common stock based on the public offering price net of underwriting compensation, plus (b) the number of shares of common stock equal to the conversion ratio in effect at that time. (B) Table II also does not include 10,000 shares of the Issuer's Series B Preferred Stock beneficially owned by the Reporting Person. Upon the closing of the Issuer's pending initial public offering, the outstanding shares of Series B Preferred Stock will convert automatically to common stock. Holders of Series B Preferred Stock will be entitled to receive (a) at the election of the Company, cash or shares of common stock equal to the stated purchase price of $5.00 per share of Series B Preferred Stock plus all unpaid dividends (which accrue at the rate of 7% per annum), with the number of shares of common stock based on the public offering price net of underwriting compensation, plus (b) the number of shares of common stock equal to the conversion ratio in effect at that time.

	/s/ Francis B. Barron, Attorney-in-Fact	12/09/2004
	** 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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