============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended: March 31, 1995 Commission File Number: 1-8968 _____________________ ANADARKO PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 76-0146568 (State or other juridic- (I.R.S. Employer Iden- tion of incorporation tification No.) or organization) 17001 NORTHCHASE DRIVE, HOUSTON, TEXAS 77060 (Address of executive offices) (Zip Code) (713) 875-1101 (Registrant's telephone number) 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 The number of shares outstanding of each of the registrant's classes of common stock as of April 28, 1995 is shown below: Number of Shares Title of Class Outstanding Common Stock, $0.10 par value 58,904,611 ============================================================================== PART I. FINANCIAL INFORMATION Item 1. Financial Statements ANADARKO PETROLEUM CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended March 31 thousands 1995 1994 Revenues Gas sales $ 58,532 $ 99,001 Oil and condensate sales 30,953 26,015 Natural gas liquids and other 13,342 8,613 Total 102,827 133,629 Cost and Expenses Operating expenses 27,454 26,909 Administrative and general 14,090 14,379 Depreciation, depletion and amortization 36,704 47,705 Other taxes 10,216 10,833 Total 88,464 99,826 Operating Income 14,363 33,803 Other Income 59 232 Gross Income 14,422 34,035 Interest Expense 8,012 7,014 Income before Income Taxes 6,410 27,021 Income Taxes 2,330 9,959 Net Income $ 4,080 $ 17,062 Per Common Share Net income $ 0.07 $ 0.29 Dividends $ 0.075 $ 0.075 Average Number of Common Shares Outstanding 58,878 58,692 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) March 31, December 31, thousands 1995 1994 ASSETS Current Assets Cash and cash equivalents $ 13,139 $ 6,530 Accounts receivable 88,515 115,181 Inventories, at average cost 16,306 13,420 Prepaid expenses 2,302 3,496 Total 120,262 138,627 Properties and Equipment Original cost 3,519,609 3,446,252 Less accumulated depreciation, depletion and amortization 1,490,278 1,460,196 Net properties and equipment - based on the full cost method of accounting for oil and gas properties 2,029,331 1,986,056 Deferred Charges 9,831 17,418 $2,159,424 $2,142,101 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED BALANCE SHEET (continued) (Unaudited) March 31, December 31, thousands 1995 1994 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable Trade and other $ 90,188 $ 95,829 Banks 9,240 14,287 Accrued expenses Interest 7,934 7,676 Taxes and other 17,414 10,359 Total 124,776 128,151 Long-term Debt 653,217 629,281 Deferred Credits Deferred income taxes 440,973 438,684 Other 39,663 46,386 Total 480,636 485,070 Stockholders' Equity Common stock, par value $0.10 (200,000,000 shares authorized, 58,886,744 and 58,857,290 shares issued and outstanding as of March 31, 1995 and December 31, 1994, respectively) 5,934 5,931 Preferred stock, par value $1.00 (2,000,000 shares authorized, no shares issued as of March 31, 1995 and December 31, 1994) --- --- Paid-in capital 245,119 243,976 Retained earnings (as of March 31, 1995, $250,795,000 was not restricted as to the payment of dividends) 652,775 653,112 Deferred compensation (3,033) (3,420) Total 900,795 899,599 $2,159,424 $2,142,101 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31 thousands 1995 1994 Cash Flow from Operating Activities Net income $ 4,080 $ 17,062 Adjustments to reconcile net income to net cash from operating activities: Depreciation, depletion and amortization 36,704 47,705 Amortization of restricted stock 387 251 Deferred income taxes 2,302 9,844 43,473 74,862 Decrease in accounts receivable 26,666 5,666 Increase in inventories (2,886) (1,504) Increase (decrease)in accounts payable - trade and other and accrued expenses 1,672 (11,157) Other items - net 3,817 2,794 Net cash from operating activities 72,742 70,661 Cash Flow from Investing Activities Additions to properties and equipment (83,854) (91,055) Sales and retirements of properties and equipment 2,103 24,251 Net cash used in investing activities (81,751) (66,804) Cash Flow from Financing Activities Additions to debt 158,500 18,000 Retirements of debt (134,564) --- Decrease in accounts payable, banks (5,047) (2,093) Dividends paid (4,417) (4,403) Issuance of common stock 1,146 1,122 Issuance of treasury stock 240 --- Purchase of treasury stock (240) --- Net cash used in financing activities 15,618 12,626 Effect of Exchange Rate Changes on Cash --- (339) Net Increase in Cash and Cash Equivalents 6,609 16,144 Cash and Cash Equivalents at Beginning of Period 6,530 17,799 Cash and Cash Equivalents at End of Period $ 13,139 $ 33,943 See accompanying notes to consolidated financial statements. Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Summary of Accounting Policies Anadarko Petroleum Corporation is engaged in the exploration, development, production and marketing of gas, oil and natural gas liquids (NGLs). The terms "Anadarko" and "Company" refer to Anadarko Petroleum Corporation and its subsidiaries. The principal subsidiaries of Anadarko are Anadarko Gathering Company, Anadarko Trading Company and Anadarko Algeria Corporation. In December 1994, the Company sold its wholly-owned subsidiary, Anadarko Petroleum of Canada Ltd. Certain amounts for prior years have been reclassified to conform to the current presentation. 2. Inventories Inventories are stated at the lower of average cost or market. NGLs and natural gas, when sold from inventory, are charged to expense using the average-cost method. The major classes of inventories are as follows: March 31, December 31, thousands 1995 1994 Materials and supplies $11,649 $11,953 Natural gas liquids, stored in inventory 614 842 Natural gas, stored in inventory 4,043 625 $16,306 $13,420 3. Properties and Equipment Oil and gas properties include costs of $258,146,000 and $270,956,000 at March 31, 1995 and December 31, 1994, respectively, which were excluded from capitalized costs being amortized. These amounts represent costs associated with unevaluated properties and major development projects. 4. Long-term Debt A summary of long-term debt follows: March 31, December 31, thousands 1995 1994 Notes Payable, Banks $107,500 $ 49,000 Commercial Paper 45,717 180,281 8 3/4% Notes due 1998 100,000 100,000 8 1/4% Notes due 2001 100,000 100,000 6 3/4% Notes due 2003 100,000 100,000 5 7/8% Notes due 2003 100,000 100,000 7 1/4% Debentures due 2025 100,000 --- $653,217 $629,281 Item 1. Financial Statements (continued) ANADARKO PETROLEUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) In March 1995, Anadarko issued $100,000,000 principal amount of 7 1/4% Debentures due 2025. Each Debenture holder has the one-time right to have the Company purchase on March 15, 2000, all or a portion of, the Debenture at a purchase price equal to par plus accrued and unpaid interest. Net proceeds from the offering were used to fix existing floating interest rate debt. The notes payable to banks and commercial paper have been classified as long-term debt in accordance with SFAS 6, "Classification of Short-term Obligations Expected to be Refinanced", under the terms of Anadarko's $400,000,000 Bank Credit Agreements. 5. Stock For the first quarter of 1995, dividends of seven and one-half cents per share were paid to holders of common stock. Under the most restrictive provisions of the various credit agreements, which limit the payment of dividends by the Company, retained earnings of $250,795,000 and $249,599,000 were not restricted as to the payment of dividends at March 31, 1995 and December 31, 1994, respectively. 6. Statement of Cash Flows Supplemental Information The amounts of cash paid for interest (net of amounts capitalized) and income taxes are as follows: Three Months Ended March 31 thousands 1995 1994 Interest $7,063 $7,027 Income taxes $1,025 $ 537 7. Operating Expenses Operating expenses by category are as follows: Three Months Ended March 31 thousands 1995 1994 Oil and gas $15,836 $17,108 Plant and gathering 7,860 5,480 Gas purchases 2,705 4,230 Other 1,053 91 Total $27,454 $26,909 8. The information as furnished reflects all normal recurring adjustments that are, in the opinion of management, necessary to a fair statement of financial position as of March 31, 1995 and December 31, 1994, the results of operations for the three months ended March 31, 1995 and 1994 and cash flows for the three months ended March 31, 1995 and 1994. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview of Operating Results For the first quarter of 1995, Anadarko's net income was $4.1 million (seven cents per share) compared to net income of $17.1 million (29 cents per share) for the first quarter of 1994. Revenues for the first quarter of 1995 were $102.8 million compared to $133.6 million for the first quarter of 1994. The decrease in net income and revenues is due primarily to lower natural gas prices and lower natural gas and oil production volumes. The following table shows the Company's volumes and U.S. prices for the three months ended March 31, 1995 and 1994. Three Months Ended March 31 % Increase 1995 1994 (Decrease) Natural gas, million cubic feet 41,320 48,228 (14) Price per thousand cubic feet $ 1.30 $ 2.03 (36) Crude oil and condensate, thousand barrels 1,838 2,136 (14) Price per barrel $ 16.48 $ 12.36 33 Natural gas liquids, thousand barrels 1,014 822 23 Price per gallon $ 0.31 $ 0.23 35 See "Natural Gas Volumes, Prices and Markets" and "Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices". Costs and expenses during the first quarter of 1995 were $88.5 million, a decrease of $11.3 million (11 percent) compared to $99.8 million for the first quarter of 1994. The decrease is due primarily to lower depreciation, depletion and amortization (DD&A) expense related to the declines in production volumes of natural gas and crude oil and lower DD&A rates. Interest expense for the first quarter of 1995 was $8.0 million, an increase of 14 percent compared to $7.0 million for the first quarter of 1994. The increase was due primarily to increases in average outstanding borrowings and interest rates, partially offset by higher amounts of capitalized interest. Natural Gas Volumes, Prices and Markets During the first quarter of 1995, Anadarko produced 41.3 billion cubic feet (Bcf) or 459 million cubic feet per day (MMcf/d) of natural gas, down 14 percent compared to 48.2 Bcf or 536 MMcf/d of gas in the first quarter of 1994. The 14 percent decline in first quarter volumes is due primarily to the effect in 1995 of producing property sales in 1994 and curtailments in 1995. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Anadarko's average U.S. gas price during the first quarter of 1995 was $1.30 per thousand cubic feet (Mcf), a 36 percent decrease compared to $2.03 per Mcf in the first quarter of 1994. In response to lower gas prices, Anadarko curtailed some gas production volumes and stored nearly 3 Bcf of gas for possible sale later in the year. Prices have recently improved, with bid week prices in April, scheduled for May delivery, ranging from $1.40 to $1.60 per Mcf. Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices Anadarko's crude oil and condensate production for the first quarter of 1995 was 1.8 million barrels (MMBbls), a decrease of 14 percent compared to 2.1 MMBbls in the first quarter of 1994. The decrease in oil production volumes is due primarily to the effect in 1995 of property sales in 1994. Anadarko's average U.S. oil price was $16.48 per barrel in the first quarter of 1995, an increase of 33 percent compared to $12.36 per barrel in the same period in 1994. Since the end of the first quarter, Anadarko's realized oil prices have increased about $2 per barrel. Generally, the Company's oil and condensate production is sold on a monthly basis as it is produced. Production of oil usually is not affected by volatility in market prices. Natural gas liquids (NGLs) sales volumes were up 23 percent to 1,014 thousand barrels (MBbls) at an average price of 31 cents per gallon for the first quarter 1995. This compares to 822 MBbls at an average price of 23 cents per gallon for the same period of 1994. The increase in volumes is due primarily to the Company's decision to sell more NGLs volumes rather than store in inventory and higher plant production volumes in the first quarter of 1995. Hedging Strategies Anadarko uses financial instruments to limit exposure to changes in the market price of natural gas and crude oil for both the Company and its customers. While financial instruments are intended to reduce the Company's exposure to declines in the market price of natural gas and crude oil, the financial instruments may also limit Anadarko's gain from increases in the market price of natural gas and crude oil. As a result, gains and losses on financial instruments are generally offset by similar changes in the realized price of natural gas and crude oil. Gains and losses are recognized in revenues for the periods to which the financial instruments relate. Anadarko's financial instruments currently are comprised of futures, swaps and options. Capital Expenditures, Liquidity and Dividends During the first quarter of 1995, Anadarko's capital spending (including capitalized interest and overhead) was $83.3 million compared to $90.3 million in the first quarter of 1994. Capital expenditures in both periods related primarily to the Company's oil and gas exploration and development activities. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) For the first quarter of 1995, net cash from operating activities was $72.7 million compared to $70.7 million in the first quarter of 1994. The Company believes cash flows and existing available credit facilities will be sufficient to meet capital and operating requirements during 1995. However, Anadarko may pursue other financing options to reduce or stabilize interest costs. In March 1995, Anadarko issued $100 million principal amount of 7 1/4% Debentures due 2025. Each Debenture holder has the one-time right to have the Company purchase on March 15, 2000, all or a portion of, the Debenture at a purchase price equal to par plus the accrued and unpaid interest. Net proceeds from the offering were used to fix floating interest rate debt. Anadarko's Board of Directors declared a quarterly dividend of seven and one- half cents per share of common stock outstanding. The dividend is payable on June 28, 1995 to stockholders of record on June 14, 1995. Under the most restrictive provisions of the various credit agreements, which limit the payment of dividends by the Company, retained earnings of $250,795,000 were not restricted as to the payment of dividends at March 31, 1995. The amount of future dividends for Anadarko will depend on earnings, financial condition, capital requirements and other factors, and will be determined by the Directors on a quarterly basis. Exploration and Development Activities During the first quarter of 1995, Anadarko participated in a total of 77 wells, including 42 oil wells, 27 gas wells and eight dry holes. This compares to a total of 72 wells in the first quarter of 1994, including 44 oil wells, 15 gas wells and 13 dry holes. Following is a discussion of the Company's significant activities during the first quarter of 1995. International Algeria In March 1995, Anadarko and partners announced test results from the Hassi Berkine South (HBN-S) No. 1-B well on Block 404 in the Ghadames Basin of Algeria's Sahara Desert. The HBN-S No. 1-B well was drilled to a total depth of 11,155 feet and encountered 85 feet of net pay in the Triassic interval. The well flowed at a stabilized rate of 16,000 barrels of oil per day (BOPD) and 17.8 MMcf/d of gas with 1,190 pounds of flowing tubing pressure. The Company expects a Commerciality Report for the first development program will be filed by Sonatrach, the national oil and gas enterprise of Algeria, with the Energy Ministry during the second quarter of 1995. About one year after the exploitation license is issued, Anadarko expects initial gross oil production of about 30,000 BOPD, increasing substantially from multiple fields two years later. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) In the Algerian venture, the Company has two partners, each with a 25 percent interest; they are LASMO Oil (Algeria) Limited, a wholly-owned subsidiary of LASMO plc, and Maersk Olie Algeriet AS, a wholly-owned subsidiary of Maersk Olie Og Gas AS, a company in the Danish A.P. Moeller group. Under terms of a Production Sharing Agreement, liquid hydrocarbons that are discovered, developed and produced will be shared by Anadarko, its two partners and Sonatrach. Political unrest continues in Algeria. Anadarko is closely monitoring the situation and has taken reasonable and prudent steps to ensure the safety of its employees working in the remote regions of the Sahara Desert. The situation has not had any material effect on the Company's operations to date. Indonesia In March 1995, Anadarko and partners announced results from a wildcat discovery in Indonesia. The North Geragai No. 1, drilled on the two million acre Jabung Block in central Sumatra, tested at combined rates of 5,100 BOPD, 30 MMcf/d of gas and 350 barrels of condensate per day (BCPD). The well produced from multiple intervals. In the Indonesia venture, Anadarko is in partnership with Santa Fe Energy Resources, Inc., the operator, and Kerr McGee Corporation. Each party holds a 33.33 percent working interest in the project. Under the terms of the production sharing contract, all hydrocarbons that are discovered, developed and produced will be shared with Pertamina, the state oil company of Indonesia. Anadarko and its partners are committed to spend $15 million during the first three years of the exploration period. This investment includes about 1,000 kilometers of seismic and two wildcat wells. The partners' second prospect is the N.E. Betara No. 1, located 25 miles northwest of the initial discovery. This well will spud in the second quarter of 1995. Additional drilling will be conducted later this year around the North Geragai discovery to determine both the extent of the field and commerciality. If proven commercial, the oil could be shipped 12 miles north to the Strait of Malacca. Two natural gas pipelines are planned in the area, with routes crossing the Jabung Block. Construction of these lines should be completed in 1997. United States - Offshore Ship Shoal 349/359 In April 1995, Anadarko and partners, Phillips Petroleum Company (Phillips) and Amoco Production Company (Amoco), announced plans for the commercial development of the Mahogany Field. Located 80 miles offshore, Louisiana, Mahogany is the industry's first commercial sub-salt oil development project. The discovery is on Ship Shoal South Addition Blocks 349/359 in 370 feet of water. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Construction on the new production platform is expected to begin in May 1995. The platform will be designed to produce 45,000 BOPD and 100 MMcf/d of gas and will support 20 well slots. Installation of the platform is projected for the third quarter of 1996 with first production expected in December 1996. Initial gross production is expected at 22,000 BOPD and 30 MMcf/d of gas. Drilling of additional development wells could increase production levels. Phillips, the operator, has drilled and suspended three wells, the Mahogany No. 1 and 2 on Block 349 and the Mahogany No. 3 on Block 359. The No. 3 well successfully encountered its primary objective in the Mahogany Field - the zone that tested 7,200 BOPD in the No. 1 discovery well. Deeper sands in the No. 3 well, first encountered in the No. 2 appraisal well, contained non- commercial quantities of hydrocarbons. A fourth development well is being drilled east of the No. 3 well to test both main field pay zones and deeper potential sands. Anadarko and Phillips each own a 37.5 percent working interest in the Mahogany project, with Amoco owning a 25 percent working interest. East Cameron 157 In April 1995, production commenced from Anadarko's new platform at East Cameron Block 157, located 50 miles offshore Louisiana. Production is now 38 MMcf/d of gas and 1,300 BCPD from four wellbores. Anadarko expects production volumes to increase over the next several weeks. The new platform was installed in October 1994, only 12 months after discovery of a new field. The exploratory well discovered 250 feet of net gas pay in six separate sands. An extensive analysis of a three-dimensional seismic grid helped determine the location of development wells. To date, the Company has drilled three development wells and may drill additional development wells off the East Cameron platform in the future. The new production platform has a design capacity of 150 MMcf/d of gas and is the highest production capacity gas platform the Company operates. The platform is also capable of producing discoveries on adjacent blocks. Anadarko owns a 100 percent working interest in Block 157 and adjacent Blocks 169 and 170, and a 50 percent working interest in adjacent Block 158. High Island 376 In August 1994, the "B" production platform was installed at High Island Block A-376, located 150 miles offshore Louisiana. Production from the "B" platform is now 2,600 BOPD and 7.8 MMcf/d of gas from two wellbores. Pipelines to transport the production were laid two miles to Anadarko's "A" platform. Over the past 10 years, the "A" platform has produced more than 10 MMBbls of oil and 64 Bcf of gas. The "B" platform is producing from a new field discovered in 1992. Anadarko is the operator with a 33.8 percent working interest in the Block. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) United States - Onshore Permian Basin West Texas In the Ketchum Mountain Field of Irion County, Texas, 20 wells were completed in the first quarter of 1995. Initial production from the 20 wells totaled 1,650 BOPD. Including wells drilled in 1994, total production from the Field has increased from 400 BOPD in late 1992 to 3,000 BOPD currently. Anadarko owns a 100 percent working interest in the wells. Golden Trend Oklahoma In the Bradley Field of Grady County, Oklahoma, five wells were completed in the first quarter of 1995. Combined initial tests rates were 421 BOPD and 6.7 MMcf/d of gas. In the Antioch Field of Oklahoma, seven wells were completed during the first quarter of 1995. Combined initial test rates were 414 BOPD and 3.5 MMcf/d of gas. The Company owns an average 59 percent working interest in these wells. Production for all the wells is from the Sycamore/Woodford/Hunton/Viola intervals. Southwest Kansas During January 1995, the Davis "D" #2, located in the Gentzler Field of Stevens County, Kansas, was reported as a lower Morrow gas producer. The well tested 1.1 MMcf/d of gas with 320 psi flowing tubing pressure. The Company owns a 100 percent working interest in the well. Located in the Angman Field in Seward County, Kansas, the Santa Fe "F" #1 was reported as a Lower Chester well, flowing 2.7 MMcf/d of gas from a 27/64 inch choke with flowing tubing pressure of 480 psi. Anadarko owns a 100 percent working interest in the well. From the Eubank Field in Haskell County, Kansas, the Southwestern College "A" #1 flowed 1.7 MMcf/d of gas and 20 BOPD. Anadarko owns a 100 percent working interest in the well. In the Lahey Field of Stevens County, Kansas, three oil wells were completed in the first quarter of 1995, each producing an average of 173 BOPD in the Chester formation. The Lahey Field was purchased from Mesa in 1993. At that time, the Field had one well pumping 20 BOPD compared to current production of over 1,000 BOPD from 13 wells. Anadarko owns a 100 percent interest in these wells. Geothermal Anadarko signed a Memorandum of Understanding (MOU) with Portland General Electric in April 1995. This non-binding agreement is the initial step in developing a commercial power generation facility at Anadarko's geothermal discovery in southeast Oregon's Pueblo Valley. The Company will soon be participating in a Federal Environmental Impact Statement (EIS). Subject to favorable completion of the EIS and to negotiation of a definitive power purchase agreement, Anadarko plans to construct a 22 megawatt power generating facility at the site of the discovery. The MOU calls for commercial operation by January 1, 1999. The EIS and permitting process is expected to take about 18 months. Anadarko has an interest in geothermal energy because of its long-term potential for economic and environmentally clean electric power generation. Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) On April 27, 1995, the Company held its Annual Stockholders' Meeting. (b) Messrs. Larry Barcus and James L. Bryan were re-elected as Class III directors to serve for a term of three years. Messrs. Ronald Brown and John R. Gordon will continue to serve as Class I directors and Messrs. Conrad P. Albert, Robert J. Allison, Jr. and Charles M. Simmons will continue to serve as Class II directors. Mr. Larry Barcus was re-elected with votes for of 48,809,220 and votes withheld of 240,661. Mr. James L. Bryan was re-elected with votes for of 48,795,119 and votes withheld of 254,762. (c) The stockholders approved an amendment to the Annual Incentive Bonus Plan (Incentive Plan). The Incentive Plan is intended to attract and retain employees, to encourage employees to devote their best efforts to the Company and to recognize employees for their contributions to the overall success of the Company. A total of 47,337,271 shares of common stock voted for the amendment to the Incentive Plan, 1,471,573 shares of common stock voted against the amendment to the Incentive Plan and 238,728 shares of common stock abstained. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K There were no reports filed on Form 8-K for the three months ended March 31, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer and principal financial officer. ANADARKO PETROLEUM CORPORATION (Registrant) May 12, 1995 [MICHAEL E. ROSE] Michael E. Rose - Senior Vice President, Finance and Chief Financial Officer