FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BARNES WILLIAM C   2. Issuer Name and Ticker or Trading Symbol VINTAGE PETROLEUM INC [VPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 110 WEST SEVENTH STREET, SUITE 2300 3. Date of Earliest Transaction (Month/Day/Year) 03/28/2005 (Street) TULSA, OK 74119 4. If Amendment, Date 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 (City) (State) (Zip) 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               8,482 (1) I By 401(k) Plan

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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 Underlying Securities (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 of Derivative Security: 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

Employee Stock Option (right to buy) (2)

$ 9.6875

03/28/2005

M

50,100

03/15/1999

03/14/2006

Common Stock

50,100

$ 0

6,242

D

Employee Stock Option (right to buy) (2)

$ 9.6875

03/29/2005

M

6,242

03/15/1999

03/14/2006

Common Stock

6,242

$ 0

0

D

Employee Stock Option (right to buy) (3)

$ 9.6875

03/29/2005

M

23,658

12/31/1997(4)

03/14/2006

Common Stock

23,658

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARNES WILLIAM C 110 WEST SEVENTH STREET, SUITE 2300 TULSA, OK 74119	X		Executive Vice President

Signatures

Michael F. Meimerstorf, Attorney-in-Fact for William C. Barnes		03/30/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Information is based on a plan statement dated as of March 29, 2005.
(2)	This option was previously reported as covering 28,171 shares at an exercise price of $19.375 per share, but was adjusted to reflect a two-for-one stock split on October 7, 1997.
(3)	This option was previously reported as covering 11,829 shares at an exercise price of $19.375 per share, but was adjusted to reflect a two-for-one stock split on October 7, 1997.
(4)	This option became exercisable in increments as follows: 3,014 shares beginning December 31, 1997, 10,322 shares beginning December 31, 1998, and 10,322 shares on March 15, 1999.
Remarks: Form 4 - 2 of 2

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