============================================================================== 


         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: September 30, 1995
                  Commission File Number: 1-8968

                      _____________________


                  ANADARKO PETROLEUM CORPORATION
      (Exact name of registrant as specified in its charter)


              Delaware                             76-0146568      
     (State of incorporation)                   (I.R.S. Employer  
                                               Identification No.)


         17001 NORTHCHASE DRIVE, HOUSTON, TEXAS        77060 
                   (Address of executive offices)            


                          (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 October 31, 1995 is shown below:

                                                   Number of Shares
            Title of Class                           Outstanding   

     Common Stock, $0.10 par value                    58,987,099


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                      PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                      ANADARKO PETROLEUM CORPORATION
                     CONSOLIDATED STATEMENT OF INCOME
                                (Unaudited)

                                     Three Months Ended    Nine Months Ended
                                        September 30         September 30    
                thousands               1995       1994      1995     1994  
Revenues
  Gas sales                          $60,256   $ 67,083  $188,111 $243,519    
  Oil and condensate sales            30,066     34,753    95,453   93,935
  Natural gas liquids and other        8,961     10,675    32,436   29,748
  Total                               99,283    112,511   316,000  367,202

Cost and Expenses
  Operating expenses                  26,146     25,283    78,312   80,989
  Administrative and general          13,099     15,339    42,021   45,222
  Depreciation, depletion and
    amortization                      42,718     40,807   121,552  131,490
  Other taxes                          8,535     10,195    28,721   31,982
  Provisions for impairments of
    international properties             250        ---       250      ---
  Total                               90,748     91,624   270,856  289,683

  Operating Income                     8,535     20,887    45,144   77,519
Other Income                             260        698       532    1,873

  Gross Income                         8,795     21,585    45,676   79,392
Interest Expense                       9,247      7,126    26,271   20,843

  Income (Loss) before Income Taxes     (452)    14,459    19,405   58,549 
Income taxes                          (1,559)     4,154     5,165   19,499

Net Income                           $ 1,107   $ 10,305  $ 14,240 $ 39,050 

Per Common Share
  Net income                         $  0.02   $   0.18  $   0.24 $   0.66
  Dividends                          $ 0.075   $  0.075  $  0.225 $  0.225

Average Number of Shares Outstanding  58,949     58,802    58,913   58,752











            See accompanying notes to consolidated financial statements.
                                         -2- 


Item 1.  Financial Statements (continued)


                    ANADARKO PETROLEUM CORPORATION
                      CONSOLIDATED BALANCE SHEET
                              (Unaudited)


  
                                         September 30,      December 31,
                     thousands               1995               1994    
ASSETS
Current Assets
  Cash and cash equivalents                 $    7,763        $    6,530
  Accounts receivable                           83,879           115,181
  Inventories, at average cost                  14,593            13,420
  Prepaid expenses                               3,964             3,496
  Total                                        110,199           138,627

Properties and Equipment
  Original cost                              3,561,000         3,446,252
  Less accumulated depreciation, depletion
    and amortization                         1,531,145         1,460,196
  Net properties and equipment - based on 
    the full cost method of accounting 
    for oil and gas properties               2,029,855         1,986,056

Deferred Charges                                11,772            17,418

                                            $2,151,826        $2,142,101























                                  

            See accompanying notes to consolidated financial statements.
                                         -3-


Item 1.  Financial Statements (continued)


                    ANADARKO PETROLEUM CORPORATION
                CONSOLIDATED BALANCE SHEET (continued)
                              (Unaudited)

                                              September 30,  December 31,
                     thousands                     1995           1994    
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
  Accounts payable
    Trade and other                              $   60,461  $   95,829
    Banks                                             5,719      14,287
  Accrued expenses  
    Interest                                          8,112       7,676
    Taxes and other                                  17,467      10,359
  Total                                              91,759     128,151

Long-term Debt                                      669,076     629,281

Deferred Credits
  Deferred income taxes                             443,238     438,684
  Other                                              41,875      46,386
  Total                                             485,113     485,070

Stockholders' Equity
  Common stock, par value $0.10 
    (200,000,000 shares authorized,
    58,982,497 and 58,857,290 shares issued
    and outstanding as of September 30, 1995
    and December 31, 1994, respectively)              6,043       5,931
  Preferred stock, par value $1.00 
    (2,000,000 shares authorized, no
    shares issued as of September 30, 1995
    and December 31, 1994)                              ---         ---
  Paid-in capital                                   295,981     243,976
  Retained earnings (as of September 30, 1995,
    $255,878,000 was not restricted
    as to the payment of dividends)                 653,938     653,112
  Deferred compensation                              (2,709)     (3,420)
  Executives and directors benefits trust,
    at market value (1,000,000 shares as of
    September 30, 1995)                             (47,375)        --- 
  Total                                             905,878     899,599

                                                 $2,151,826  $2,142,101







                                   
            See accompanying notes to consolidated financial statements.
                                         -4-


Item 1.  Financial Statements (continued)


                    ANADARKO PETROLEUM CORPORATION
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Unaudited)

                                                           Nine Months Ended
                                                              September 30     
                  thousands                                  1995       1994   

Cash Flow from Operating Activities
  Net income                                              $ 14,240   $ 39,050
  Adjustments to reconcile net income to net
    cash from operating activities:
     Depreciation, depletion and amortization              121,552    131,490
     Provision for impairment of 
        international properties                               250        ---
     Amortization of restricted stock                        1,237        900
     Deferred income taxes                                   5,006     17,386
                                                           142,285    188,826
     Decrease in accounts receivable                        31,302     20,677
      Increase in inventories                               (1,173)    (4,209)
      Increase (decrease) in accounts payable -
        other and accrued expenses                         (27,824)     5,649
      Other items - net                                        611      1,857
  Net cash from operating activities                       145,201    212,800

Cash Flow from Investing Activities
  Additions to properties and equipment                   (173,917)  (337,617)
  Sales and retirements of properties and equipment          7,920     59,144
  Net cash used in investing activities                   (165,997)  (278,473)

Cash Flow from Financing Activities
  Additions to debt                                        213,100    113,076
  Retirements of debt                                     (173,305)       ---
  Increase (decrease) in accounts payable, banks            (8,568)       343
  Dividends paid                                           (13,414)   (13,222)
  Issuance of common stock                                   4,216      3,844
  Issuance of treasury stock                                   374        316
  Purchase of treasury stock                                  (374)      (355)
  Net cash from financing activities                        22,029    104,002

Effect of Exchange Rate Changes on Cash                        ---       (246)

Net Increase in Cash and Cash Equivalents                    1,233     38,083

Cash and Cash Equivalents at Beginning of Period             6,530     17,799

Cash and Cash Equivalents at End of Period                $  7,763   $ 55,882


                                   


            See accompanying notes to consolidated financial statements.
                                         -5-


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:

                                                    September 30, December 31,
             thousands                                   1995          1994    

     Materials and supplies                           $12,895       $11,953
     Natural gas liquids, stored in inventory           1,510           842
     Natural gas, stored in inventory                     188           625
                                                      $14,593       $13,420

3.Properties and Equipment     Oil and gas properties include costs of
  $226,238,000 and $270,956,000 at September 30, 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.

  During the third quarter of 1995, the Company made provisions for impair-   
  ments of international properties of $250,000, which were related to oil 
  and gas properties.  These impairments related to unsuccessful activities 
  in various international locations.

4.Long-term Debt     A summary of long-term debt follows:

                                                   September 30, December 31,
             thousands                                 1995          1994    
             
     Notes Payable, Banks                               $162,100  $ 49,000
     Commercial Paper                                      6,976   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       ---
                                                        $669,076  $629,281 
                                      -6-     


Item 1.   Financial Statements (continued)


                  ANADARKO PETROLEUM CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                            (Unaudited)



4. Long-term Debt (continued)

   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 Statement of Financial Accounting
   Standards No. 6, "Classification of Short-term Obligations Expected to be
   Refinanced", under the terms of Anadarko's Bank Credit Agreements.
 
5. Stock     In May 1995, the Company issued 1,000,000 shares of common stock
   to the Anadarko Petroleum Corporation Executives and Directors Benefits
   Trust (Trust) to secure present and future unfunded benefit obligations of
   the Company.  The shares issued to the Trust are not considered outstanding
   for quorum or voting calculations, but the Trust will receive dividends. 
   The shares are included in the calculation of earnings per share under the
   treasury stock method and have no dilutive effect.  The fair market value
   of these shares is included in common stock and paid-in capital and as a
   reduction to stockholders' equity.  As of September 30, 1995, there were
   1,000,000 shares in the Trust. 

   For the third 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 $255,878,000 and $249,599,000
   were not restricted as to the payment of dividends at September 30, 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:
                                                  Nine Months Ended
                                                     September 30   
               thousands                             1995      1994 

  Interest                                         $23,439   $18,586 
  Income taxes                                     $ 1,008   $   451   







                                         -7-


Item 1.   Financial Statements (continued)


                  ANADARKO PETROLEUM CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                            (Unaudited)



7. Operating Expenses     Operating expenses by category are as follows:


                                      Three Months Ended  Nine Months Ended
                                          September 30       September 30     
                  thousands               1995     1994      1995      1994 

    Oil and gas                        $18,127  $16,447   $50,475   $52,087
    Plant and gathering                  5,772    5,511    19,380    17,263
    Gas purchases                        2,151    3,059     7,014    11,157
    Other                                   96      266     1,443       482
    Total                              $26,146  $25,283   $78,312   $80,989


8. Income Taxes     Financial results in the third quarter of 1995 benefited
   from lower income taxes, primarily due to Section 29 credits, following
   final reconciliation of the Company's 1994 taxes.

9. 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 September 30, 1995 and December 31, 1994, the
   results of operations for the three and nine months ended September 30, 1995
   and 1994, and cash flows for the nine months ended September 30, 1995 and
   1994.
























                                         -8-


Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations



Overview of Operating Results

For the third quarter of 1995, Anadarko's net income was $1.1 million (two 
cents per share of common stock outstanding) compared to net income of $10.3
million (18 cents per share) for the third quarter of 1994.  Revenues for the
third quarter of 1995 were $99.3 million, down 12 percent compared to $112.5 
million for the third quarter of 1994.  Financial results in the third 
quarter of 1995 benefited from lower income taxes, primarily due to Section 
29 tax credits, following final reconciliation of the Company's 1994 taxes.
The significant decrease in net income and revenues is due primarily to 
sharply lower natural gas prices and lower volumes and prices of crude oil.

For the first nine months of 1995, Anadarko's net income was $14.2 million (24
cents per share).  This compares to net income of $39.1 million (66 cents per
share) for the same period of 1994.  Revenues for the first nine months of 1995
were $316 million, a decrease of 14 percent compared to $367.2 million for the
same period of 1994.  The decline in net income and revenues is due primarily 
to lower prices and production for natural gas and lower production volumes of
crude oil in 1995. 

The following table shows the Company's volumes and U.S. prices for the three
and nine months ended September 30, 1995 and 1994:

                                             Three Months Ended 
                                                September 30       % Increase
                                              1995          1994    (Decrease)

  Natural gas, million cubic feet           42,301        40,925        3     
  Price per thousand cubic feet            $  1.27       $  1.59      (20)

  Crude oil and condensate,
    thousand barrels                         1,820         2,066      (12)
  Price per barrel                         $ 15.94       $ 16.55       (4)

  Natural gas liquids,
    thousand barrels                           658           786      (16)
  Price per gallon                         $  0.30       $  0.31       (3)















                                         -9-


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)


                                             Nine Months Ended 
                                               September 30       % Increase
                                            1995           1994   (Decrease)

  Natural gas, million cubic feet          127,167       132,110      (4) 
  Price per thousand cubic feet            $  1.35       $  1.80     (25)

  Crude oil and condensate
    thousand barrels                         5,594         6,321     (12)
  Price per barrel                         $ 16.63       $ 14.88      12

  Natural gas liquids,
    thousand barrels                         2,426         2,431      --
  Price per gallon                         $  0.30       $  0.28       7
               
  See "Natural Gas Volumes, Prices and Markets" and "Crude Oil,
        Condensate and Natural Gas Liquids Volumes and Prices".


Costs and expenses during the third quarter of 1995 were $90.7 million, a
decrease of one percent compared to $91.6 million for the third quarter of 
1994.  The decrease is primarily due to lower administrative and general 
expenses and lower production taxes.  These decreases were partially offset 
by higher depreciation and oil and gas operating expenses.

For the first nine months of 1995, costs and expenses were $270.9 million, a
decrease of $18.8 million (six percent) compared to $289.7 million for the 
first nine months of 1994. The decrease is related primarily to lower natural
gas and oil production volumes and lower natural gas prices, which resulted 
in lower depreciation, depletion and amortization, production taxes and 
operating expenses.

Interest expense for the third quarter of 1995 was $9.2 million, an increase 
of 30 percent compared to $7.1 million for the third quarter of 1994.  For the
first nine months of 1995, interest expense was $26.3 million, an increase of 
26 percent compared to $20.8 million for the same period of 1994.  The 
increases in interest expense for both periods of 1995 are due primarily to 
higher levels of borrowing and interest rates during 1995.

Natural Gas Volumes, Prices and Markets     During the third quarter of 1995,
Anadarko produced 42.3 billion cubic feet (Bcf) or 460 million cubic feet per
day (MMcf/d) of natural gas, up three percent compared to 40.9 Bcf or 445 
MMcf/d of gas in the third quarter of 1994.  Anadarko's average U.S. gas price
during the third quarter of 1995 was $1.27 per thousand cubic feet (Mcf), a 
20 percent decrease from $1.59 per Mcf in the third quarter of 1994.  

For the first nine months of 1995, Anadarko produced 127.2 Bcf or 466 MMcf/d of
gas, down four percent compared to 132.1 Bcf or 484 MMcf/d of gas for the same
period of 1994.  The Company's average U.S. gas price for the first nine months
of 1995 was $1.35 per Mcf, a 25 percent decrease from $1.80 per Mcf for the 
same period of 1994.  


                                         -10-


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)



Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices    Anadarko's
crude oil and condensate production for the third quarter of 1995 decreased 12
percent to 1.8 million barrels (MMBbls) or 19.8 thousand barrels of oil per 
day (MBOPD) from 2.1 MMBbls or 22.5 MBOPD in the third quarter of 1994.  The
decline is partially due to sales of producing properties in 1994. Anadarko's
average U.S. oil price decreased four percent to $15.94 per barrel in the third
quarter of 1995 compared to $16.55 per barrel for the same period in 1994.  

For the first nine months of 1995, crude oil and condensate production was 5.6
MMBbls or 20.5 MBOPD, a decrease of 12 percent compared to 6.3 MMBbls or 23.2
MBOPD for the same period of 1994.  The decline is partially due to sales of
producing properties in 1994.  Anadarko's average U.S. oil price for the first
nine months of 1995 was $16.63 per barrel, an increase of 12 percent compared 
to $14.88 per barrel for the same period of 1994.
 
Generally, the Company's oil and condensate production is sold on a monthly
basis as it is produced.  Production of oil is usually not affected by
volatility in market prices.

Natural gas liquids (NGLs) sales volumes were down 16 percent to 658 thousand
barrels (MBbls) at an average price of 30 cents per gallon for the third 
quarter of 1995.  This compares to 786 MBbls at an average price of 31 cents 
per gallon for the same period of 1994. 

NGLs volumes for the first nine months of 1995 were flat at 2.4 MMBbls at an
average price of 30 cents per gallon compared to an average price of 28 cents
per gallon during the same period of 1994.

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 nine months of 1995, Anadarko's capital spending (including
capitalized interest and overhead) was $173.9 million compared to $337.2 
million in the same period of 1994.  Capital expenditures in both periods 
related primarily to the Company's oil and gas exploration and development 
activities.  Capital expenditures for 1994 included $72 million for offshore
leases in the Gulf of Mexico that were acquired in March 1994.  Investment 
levels have also decreased for 1995 compared to 1994 due to lower prices for
natural gas in 1995.


                                         -11-


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)



Net cash from operating activities for the first nine months of 1995 was $145.2
million compared to $212.8 million in the same period of 1994.  Sources of 
funds for the Company's capital spending programs include: cash flows; 
existing available credit facilities; and, proceeds from sales of properties,
where the Company may totally divest non-core properties or reduce 
(sell-down) its interest in core properties.  The Company believes these 
sources will be sufficient to meet capital and operating requirements during
the remainder of 1995.  In addition, the Company 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.  The dividend is payable on 
December 27, 1995 to stockholders of record on December 13, 1995.  Under the
most restrictive provisions of the various credit agreements, which limit 
the payment of dividends by the Company, retained earnings of $255.9 million
were not restricted as to the payment of dividends at September 30, 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.

In May 1995, the Company issued one million shares of common stock to the
Anadarko Petroleum Corporation Executives and Directors Benefits Trust (Trust)
to secure present and future unfunded benefit obligations of the Company.  The
shares issued to the Trust are not considered outstanding for quorum or voting
calculations, but the Trust will receive dividends.  The shares are included in
the calculation of earnings per share under the treasury stock method and have
no dilutive effect.

Exploration and Development Drilling 
     
During the third quarter of 1995, Anadarko participated in a total of 46 wells,
including 12 oil wells, 28 gas wells and 6 dry holes.  This compares to a total
of 66 wells, including 36 oil wells, 18 gas wells and 12 dry holes during the
third quarter of 1994. For the first nine months of 1995, Anadarko participated
in a total of 199 wells, including 91 oil wells, 80 gas wells and 28 dry holes.
This compares to a total of 194 wells, including 105 oil wells, 57 gas wells 
and 32 dry holes during the first nine months of 1994.









                                         -12-


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)



International

Algeria     In October 1995, Anadarko and partners announced results from two
field delineation wells drilled recently in the Sahara Desert.  

In the Hassi Berkine South area, the HBNS No. 2 well was drilled to a total 
depth of 3,400 meters (11,155 feet) and encountered 6.5 meters (21 feet) of net
oil pay out of a 25 meter (82 feet) net Triassic sandstone.  The HBNS No. 2 
flowed at a stabilized rate of 3,631 barrels of oil per day (BOPD) and 
3.9 MMcf/d through a 1/2 inch choke at 1,589 pounds per square inch (psi) 
flowing tubing pressure. The well flowed 42 degree API gravity oil with no H2S,
CO2, or water and the gas/oil ratio was 1,081 standard cubic feet per barrel.
The HBNS No. 2 well confirmed the excellent quality and continuity of pay 
sands across the HBNS structure at a location six kilometers (four miles) 
southwest of the HBNS No. 1B well, which encountered 26 meters (85 feet) of 
net pay and tested at 16,000 BOPD and 17.8 MMcf/d of gas earlier this year. 
The No. 2 well established the oil/water contact for the HBNS structure.
Pressure tests confirm communication and reservoir continuity between the 
HBNS No. 2 and HBNS No. 1B wells.
 
Just north of these wells, in the Hassi Berkine area, the HBN No. 4 delineation
well was drilled to a total depth of 3,425 meters (11,237 feet) at a location 
5.5 kilometers (3.3 miles) from the discovery well.  The HBN No. 4 well was 
drilled structurally downdip to determine the limits of the field.  The well 
encountered about 20 meters (66 feet) of Triassic sands that were water 
saturated.  Although the well is a dry hole, it provides significant data for
field definition and reserves. The well will be cased and reserved for future
use as a potential injection well.

The partners and Sonatrach, the national oil and gas enterprise of Algeria,
through a joint committee are currently working to obtain technical data to
determine if HBN and HBNS are in the same field. The partners plan to drill two
more delineation wells in this area in late 1995 and early 1996.  Data from 
these wells will be incorporated in the development plans. 

Since beginning their exploration program in the Ghadames and Illizi Basins of
Algeria in 1989, the partners have announced five discoveries. Delineation work
is underway to fully evaluate these discoveries.  Based on preliminary
development studies and an estimated 246 million barrels of proved reserves
(gross), Anadarko has booked 65 million barrels (net) through May 1995. 
 
Anadarko and partners are working with Sonatrach to bring the discoveries on
production on a staged basis.  The partners have submitted draft documentation
with Sonatrach, and will apply for Provisional Exploitation Authorization (PEA)
for Stage I production from the HBN and HBNS wells. Under the terms of the PEA,
Stage I production of about 40,000 BOPD is anticipated to begin in late 1996. 
Subsequently, the Partners will file formal applications (called the
Commerciality Reports) requesting Exploitation Licenses based on the existing
data and the results of the delineation wells that will be drilled in late 1995
and early 1996. 


                                         -13-


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)



Initial production will be transported utilizing the existing pipeline network
immediately north of Block #404.  In order to accommodate subsequent stages of
production from the Hassi Berkine area, as well as other fields to be developed
by the partners, Sonatrach is planning to construct a new 30-inch diameter
pipeline that would transport oil from Block #404 to their main oil terminal
facility at Haoud El Hamra, north of the giant Hassi Messaoud Oil Field.  The
new pipeline is expected to be operational in 1997, and will have the 
capacity to transport several hundred thousand barrels of oil per day.

Anadarko and partners expect to increase their activity level in Algeria over 
the next few months.  One drilling rig is operating in Algeria today and the
partners are in the process of contracting for two additional rigs.  One of 
these will be used in conjunction with the existing rig for exploration and 
delineation of the oil fields discovered on Block #404 and on Block #208.  
The other rig will be used to drill an exploration well on Block #245 -- the
southernmost block in the partners' exploration area -- beginning in the 
fourth quarter of this year. 

Anadarko's partners in the Algeria project 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.  Anadarko Algeria Corporation is the operator and has a 
50-percent interest in the Production Sharing Agreement (PSA).  LASMO and 
Maersk Oil each have a 25-percent interest.

Under the terms of the PSA, liquid hydrocarbons that are discovered, developed
and produced will be shared by Sonatrach, Anadarko and its two partners. 
Sonatrach is responsible for its share (51%) of development and operating 
costs.  Anadarko and its partners are also entitled to recover a portion of 
exploration costs out of production.

Political unrest continues in Algeria.  The Company is closely monitoring the
situation and has taken reasonable and prudent steps to insure the safety of
employees working in the remote regions of the Sahara Desert.  Anadarko is
presently unable to predict with certainty any effect the current situation may
have on activity planned for the remainder of 1995 and beyond.  However, the
situation has not had any material effect on the Company's operations.  


Eritrea     In September 1995, Anadarko signed a Production Sharing Contract
(PSC) with the State of Eritrea's Ministry of Energy, Mines and Water 
Resources.  The PSC was signed at a ceremony in Asmara, Eritrea, on the east
coast of Africa.

The PSC allows Anadarko Eritrea Company, a wholly-owned subsidiary, to explore
for oil and gas in a 6.7 million acre area named the Zula Block, offshore in 
the Red Sea and adjacent to Yemen and Saudi Arabia.  Anadarko is committed 
to spend $8.5 million in the initial phase of exploration.




                                         -14-  


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)




Review of existing seismic data indicates that much of the exploration area
contains structures associated with salt, and possibly salt sheets similar to
those found in the Gulf of Mexico.  The Company will begin its initial
exploration program with high-density magnetic gravity surveys near the end of
this year.

Indonesia    In August 1995, Anadarko and partners announced test results from
an exploratory well located on the Jabung Block in Indonesia. The N.E. 
Betara #1 well encountered 130 feet of hydrocarbon bearing sands at depths of
4,908 - 5,164 feet.  Tests of three intervals totaling 84 net feet of pay 
flowed at combined rates of 420 barrels of condensate per day (BCPD) and 22 
MMcf/d of gas, of which, 55 percent was carbon dioxide.

Santa Fe Energy Resources, Inc., the operator, and partners Anadarko and 
Kerr-McGee Corporation plan to offset the well in early 1996 to further 
evaluate gas reserves in place and to explore for possible downdip oil 
reservoirs.  Each partner holds a 33 percent working interest in the project.

United States

Texas Panhandle     Eight wells were completed in the third quarter of 1995 in
the Red Cave Formation, located in Moore County Texas.  Combined rates from the
eight completed wells was 4.2 MMcf/d of natural gas.  Currently there are four
wells in completion and four additional wells planned for the remainder of 
1995.  Anadarko owns a 100 percent working interest in the wells.

West Texas Permian Basin     In the Ketchum Mountain Field of Irion County,
Texas, the Scott "12" #1205 well was completed in the third quarter of 1995. 
Initial production from the well was 229 BOPD and 158 thousand cubic feet per 
day (Mcf/d) of gas.   Anadarko owns a 100 percent working interest in the well.

Southwest Kansas     In the Eubank Field of Haskell County, Kansas, three wells
were completed in the third quarter of 1995.  Test results for the Tiller "A" 
#1 well was 126 BOPD and 130 Mcf/d of gas.  The Tiller "A" #2 well tested at 
141 BOPD.  The Owens "A" #1 well flowed 1.3 MMcf/d of gas and 28 BOPD through a
5/16 inch choke with flowing tubing pressure of 410 psi.  This location was 
identified by a 3-D seismic survey.  Drilling continues in this field. 
Anadarko owns a 100 percent working interest in the wells.

Located in the Angman Field of Seward County, the Santa Fe E-3 well was
completed.  Initial test rates were 2.2 MMcf/d of gas and 40 BOPD with flowing
tubing pressure of 360 psi.  Anadarko owns a 100 percent working interest in 
the well.

In the Genzler SW Field of Stevens County, the Ratzlaff "B" #2 was completed in
the third quarter of 1995.  Initial test rates were 1.6 MMcf/d of gas and 9 
BCPD through a 19/64 inch choke with flowing tubing pressure of 1,035 psi.  
Anadarko owns a 96.6 percent working interest in the well.



                                         -15-


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)




The Tucker "L" #1 well, located in the Wilburton N. Field of Morton County was
completed in the third quarter of 1995.  The well tested at 966 Mcf/d on a 3/8
inch choke with flowing tubing pressure of 332 psi.  Anadarko owns a 100 
percent working interest in the well.















































                                         -16-


                    Part II.   OTHER INFORMATION


Item 1. Legal Proceedings

Heritage Resources, Inc. Litigation     Pursuant to an order of the 162nd 
Judicial District Court for Dallas County, Texas, dated January 29, 1988, 
requiring all owners of interests in certain properties in Winkler County, 
Texas, to be joined as parties Plaintiff or parties Defendant, Anadarko has
entered, as a party Plaintiff, a suit filed against Heritage Resources, Inc.
(Heritage) by Tribal Drilling Company.  The Plaintiffs, among other things,
seek to have Heritage removed as operator of a well in which Plaintiffs own 
interests.  The Defendants have asserted counterclaims against Anadarko and 
the 19 other Plaintiffs alleging that, among other things, the assertions of
the Plaintiffs are frivolous and were made in bad faith and the Plaintiffs 
breached the joint operating agreements.  The trial is scheduled to begin on
May 6, 1996.  While the outcome of the litigation cannot be predicted, 
Anadarko's management believes that any recovery on the counterclaims in a 
material amount is remote.


Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits
                                                  
        Exhibit No.            Description                     

           27            Financial Data Schedule
           
     
  (b)   Reports on Form 8-K

        There were no reports filed on Form 8-K for the three months ended
        September 30, 1995.























                                         -17-


                            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)
 



November 10, 1995                          [MICHAEL E. ROSE]             
                               Michael E. Rose - Senior Vice President,
                                 Finance and Chief Financial Officer