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

                              FORM 10-K/A

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

                 For the Year Ended December 31, 1999
                      Commission File No. 1-8968

                    ANADARKO PETROLEUM CORPORATION
          17001 Northchase Drive, Houston, Texas   77060-2141
                            (281) 875-1101

   Incorporated in the                      Employer Identification
     State of Delaware                           No. 76-0146568

      Securities Registered Pursuant to Section 12(b) of the Act:

                Common Stock, par value $0.10 per share
                    Preferred Stock Purchase Rights

    The above Securities are listed on the 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 the 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 the 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 voting  stock  held  by  non-
affiliates of the registrant on January 31, 2000 was $4,170,371,000.

      The number of shares outstanding of the Company's common stock as
of January 31, 2000 is shown below:


            Title of Class                 Number of Shares Outstanding
Common Stock, par value $0.10 per share             128,015,103



Part of
Form 10-K           Documents Incorporated by Reference

Part I    Portions of the Anadarko Petroleum Corporation 1999 Annual
            Report to Stockholders.
Part II   Portions of the Anadarko Petroleum Corporation 1999 Annual
            Report to Stockholders.
Part III  Portions of the Proxy Statement, dated March 27, 2000,
            for the Annual Meeting of Stockholders of Anadarko
            Petroleum Corporation to be held April 27, 2000.



Anadarko  Petroleum Corporation amends its Annual Report on  Form  10-K
for the year ended December 31, 1999 to include the following exhibits:

Part IV

Item 14. Exhibits and Reports on Form 8-K

Exhibit
Number       Description

23        Consent of KPMG LLP
99(b)     Anadarko Employee Savings Plan Form 11-K for the year ended
          December 31, 1999



















                              SIGNATURES


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


                                ANADARKO PETROLEUM CORPORATION
                                         (Registrant)



June 22, 2000                   By:        [Suzanne Suter]
                                   Suzanne Suter, Corporate Secretary