SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Barrett Fredrick J (Last) (First) (Middle) 1099 18TH STREET SUITE 2300 (Street) DENVER CO 80202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BILL BARRETT CORP [ BBG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and Director
	3. Date of Earliest Transaction (Month/Day/Year) 12/09/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/14/2004		M		2,415(1)(2)	A	$0.41	115,278(1)(2)	D
Common Stock	12/09/2004		P		1,100	A	$25	116,378(1)(2)	D
Common Stock	12/10/2004		P		100	A	$27.5	116,478(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options: Right to buy	$0.41(3)	10/14/2004		M			2,415(3)	(4)	09/10/2012	Common Stock	12,076(3)	$0	4,831(3)	D
Options: Right to buy	$30.28(5)							(5)	09/10/2012	Common Stock	64,408(5)		64,408(5)	D

Explanation of Responses:

1. The number of shares gives effect to the anticipated 1-for 4.658 reverse stock split to be undertaken in connection with the Issuer's pending initial public offering.

2. 108,033 of these shares are subject to vesting requirements based on the Reporting Person's remaining an employee of the Issuer. 20% of these shares vested on each of January 31, 2002, 2003 and 2004 and an additional 20% of the shares vest on each of January 31, 2005 and 2006.

3. The exercise price and number of shares gives effect to the anticipated 1-for 4.658 reverse stock split to be undertaken in connection with the Issuer's pending initial public offering.

4. 2,416 of these options are exercisable on each of September 10, 2005 and 2006.

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. The number of shares underlying these options, which are referred to as "Tranche A Options", and the exercise price of these Tranche A Options give effect to the anticipated reverse stock split to be undertaken in connection with the Issuer's pending initial public offering. In addition, the Reporting Person has elected to have these 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 $30.28 per share would become an option to purchase approximately 0.926 shares of common stock at the initial public offering price of $25.00. The modified options will expire seven years after the consummation of the initial public offering.

Remarks:

Table II does not include 192,503 shares of the Issuer's Series A Preferred Stock beneficially owned by the Reporting Person. Upon the closing of the Issuer's pending initial public offering, these shares of Series A Preferred Stock will convert automatically into approximately 75,671 shares of common stock directly owned by the Reporting Person. 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, these shares of Series B Preferred Stock will convert automatically into approximately 4,463 shares of common stock.

	/s/Francis B. Barron, as Attorney-in-Fact	12/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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