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, 1996
                  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 Iden- 
                                                           tification 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 April 30, 1996 as shown below:

                                            Number of Shares
                 Title of Class                Outstanding   

     Common Stock, $0.10 par value            59,154,516

(PAGE)
                  PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                  ANADARKO PETROLEUM CORPORATION
                 CONSOLIDATED STATEMENT OF INCOME
                           (Unaudited)

                                             Three Months Ended
                                                  March 31       
               thousands                       1996         1995   
Revenues
Gas sales                                  $ 89,115     $ 58,532 
Oil and condensate sales                     30,872       30,953 
Natural gas liquids and other                15,720       13,342 
Total                                       135,707      102,827 

Cost and Expenses
Operating expenses                           26,533       27,454 
Administrative and general                   15,199       14,090 
Depreciation, depletion and amortization     42,938       36,704 
Other taxes                                  10,140       10,216 
Total                                        94,810       88,464 

Operating Income                             40,897       14,363 

Other Income and (Expenses)
Other income                                    198           59 
Interest expense                             (9,502)      (8,012)

Income before Income Taxes                   31,593        6,410 

Income Taxes                                 11,077        2,330 

Net Income                                 $ 20,516     $  4,080 


Per Common Share
Net income                                 $   0.35     $   0.07 
Dividends                                  $  0.075     $  0.075 

Average Number of Shares Outstanding         59,054       58,878 












   See accompanying notes to consolidated financial statements.
                                 2

(PAGE)
Item 1.  Financial Statements (continued)

                       ANADARKO PETROLEUM CORPORATION
                         CONSOLIDATED BALANCE SHEET
                                (Unaudited)

  

                                               March 31,       December 31,
                thousands                        1996              1995     

ASSETS
Current Assets
Cash and cash equivalents                    $   13,390         $   17,090
Accounts receivable                             142,277            127,943
Inventories, at average cost                     16,549             14,859
Prepaid expenses                                  1,939              3,306
Total                                           174,155            163,198

Properties and Equipment
Original cost                                 3,784,771          3,717,672
Less accumulated depreciation, depletion
  and amortization                            1,671,750          1,628,922
Net properties and equipment - based on 
  the full cost method of accounting for
  oil and gas properties                      2,113,021          2,088,750

Deferred Charges                                  7,902             15,099

                                             $2,295,078         $2,267,047





















                                      
        See accompanying notes to consolidated financial statements.
                                     3

(PAGE)
Item 1.  Financial Statements (continued)

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

                                                 March 31,    December 31, 
               thousands                           1996          1995      

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
  Trade and other                              $  108,530      $  153,502 
  Banks                                            14,315          12,849 
Accrued expenses                                                   
  Interest                                          8,570          10,729 
  Taxes and other                                  10,133          13,393 
Total                                             141,548         190,473 

Long-term Debt                                    720,578         674,008 

Deferred Credits
Deferred income taxes                             460,303         449,798 
Other                                              44,686          43,074 
Total                                             504,989         492,872 

Stockholders' Equity
Common stock, par value $0.10 
  (200,000,000 shares authorized,
  60,065,594 and 60,016,045 shares issued
  as of March 31, 1996 and December 31, 1995,
  respectively)                                     6,052           6,047 
Preferred stock, par value $1.00 
  (2,000,000 shares authorized, no
  shares issued as of March 31, 1996
  and December 31, 1995)                              ---             ---  
Paid-in capital                                   307,250         304,125 
Retained earnings (as of March 31, 1996,
  $277,963,000 was not restricted as to the
  payment of dividends)                           672,540         656,455 
Deferred compensation                              (2,379)         (2,808)
Executive and directors benefit trust, at market
  value (1,000,000 shares as of March 31, 1996
  and December 31, 1995)                          (55,500)        (54,125)
Total                                             927,963         909,694 

                                               $2,295,078      $2,267,047 






        See accompanying notes to consolidated financial statements.
                                      4 

(PAGE)
Item 1.  Financial Statements (continued)

                        ANADARKO PETROLEUM CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (Unaudited)

                                                       Three Months Ended  
                                                            March 31      
           thousands                                     1996        1995 

Cash Flow from Operating Activities
Net income                                            $20,516     $ 4,080 
Adjustments to reconcile net income to net cash
  from operating activities:
 Depreciation, depletion and amortization              42,938      36,704       
 Amortization of restricted stock                         429         387 
 Deferred income taxes                                 10,874       2,302 
                                                       74,757      43,473 
 (Increase) decrease in accounts receivable           (14,334)     26,666 
 Increase in inventories                               (1,690)     (2,886)
 Decrease in accounts payable - trade and other       (44,972)     (5,641)
 Increase (decrease) in accrued expenses               (5,419)      7,313 
 Other items - net                                      9,557       3,817 
Net cash provided by operating activities              17,899      72,742 

Cash Flow from Investing Activities
Additions to properties and equipment                 (68,431)    (83,854)
Sales and retirements of properties and equipment       1,472       2,103 
Net cash used in investing activities                 (66,959)    (81,751)

Cash Flow from Financing Activities
Additions to debt                                      46,570     158,500 
Retirements of debt                                       ---    (134,564)
Increase (decrease) in accounts payable, banks          1,466      (5,047)
Dividends paid                                         (4,431)     (4,417)
Issuance of common stock                                1,755       1,146 
Issuance of treasury stock                                ---         240 
Purchase of treasury stock                                ---        (240)
Net cash provided by financing activities              45,360      15,618 

Net Increase (Decrease) in Cash and Cash Equivalents   (3,700)      6,609 

Cash and Cash Equivalents at Beginning of Period       17,090       6,530 

Cash and Cash Equivalents at End of Period            $13,390     $13,139 


                                       


                                     
                                     
        See accompanying notes to consolidated financial statements.
                                      5

(PAGE)
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. 

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                              1996             1995    
 Materials and supplies                          $16,549          $13,969
 Natural gas liquids, stored in inventory            ---              412
 Natural gas, stored in inventory                    ---              478
                                                 $16,549          $14,859

3. Properties and Equipment     Oil and gas properties include costs of 
$250,818,000 and $245,577,000 at March 31, 1996 and December 31, 1995, 
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                               1996              1995    
 Notes Payable, Banks                          $182,700          $154,100
 Commercial Paper                                37,878            19,908
 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           100,000
                                               $720,578          $674,008

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.
                                      6

(PAGE)
Item 1.  Financial Statements (continued)

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


5. Common Stock  For the first quarter of 1996, 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 $277,963,000 and
$259,694,000 were not restricted as to the payment of dividends at March 31,
1996 and December 31, 1995, 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                                1996       1995 
  Interest                                      $  11,043     $7,063  
  Income taxes                                  $   2,532     $1,025

7.   Operating Expenses     Operating expenses by category are as follows:
          
                                                   Three Months Ended
                                                         March 31      
              thousands                              1996       1995  
  Oil and gas                                      $15,123   $15,821
  Plant, gathering and marketing                     7,470     8,644
  Gas purchases                                      3,585     2,705
  Other                                                355       284
                                                   $26,533   $27,454

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, 1996 and December 31, 1995, the results of
operations for the three months ended March 31, 1996 and 1995 and cash flows
for the three months ended March 31, 1996 and 1995.


                                      7

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


Overview of Operating Results

For the first quarter of 1996, Anadarko's net income was $20.5 million (35 
cents per share) compared to net income of $4.1 million (seven cents per share)
for the first quarter of 1995.  Revenues for the first quarter of 1996 were 
$135.7 million compared to $102.8 million for the first quarter of 1995.  The
increase in net income and revenues is due primarily to higher prices for 
natural gas and crude oil and higher gas production volumes.  

The following table shows the Company's volumes and prices for the three months
ended March 31, 1996 and 1995.

                                            Three Months Ended 
                                                  March 31          % Increase
                                          1996              1995    (Decrease)

Natural gas, million cubic feet          43,738           41,320        6
Price per thousand cubic feet          $   1.96         $   1.30       51

Crude oil and condensate,
 thousand barrels                         1,701            1,838       (7)
Price per barrel                       $  17.64         $  16.48        7

Natural gas liquids,
 thousand barrels                           988            1,014       (3)
Price per gallon                       $   0.34         $   0.31       10
               
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 1996 were $94.8 million, an 
increase of $6.3 million (seven percent) compared to $88.5 million for the 
first quarter of 1995.  The increase is due primarily to higher depreciation,
depletion and amortization (DD&A) expense related to the increase in 
production volumes of natural gas, higher DD&A rates, an increase in product
sold from inventory and an increase in depreciation of general properties.

Interest expense for the first quarter of 1996 was $9.5 million, an increase of
19 percent compared to $8.0 million for the first quarter of 1995.  The 
increase was due primarily to increases in average outstanding borrowings and 
interest rates, and lower amounts of capitalized interest.

Natural Gas Volumes, Prices and Markets     During the first quarter of 1996,
Anadarko produced 43.7 billion cubic feet (Bcf) or 480 million cubic feet per 
day (MMcf/d) of natural gas, up six percent compared to 41.3 Bcf or 459 MMcf/d
of gas in the first quarter of 1995.  In addition to sales of Anadarko gas, 
the Company, through its subsidiary, Anadarko Trading Company, marketed about
48 Bcf or 527 MMcf/d of third party gas during the first quarter of 1996 
compared to 23 Bcf or 256 MMcf/d of third party gas during the same period 
of 1995.

                                      8

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


Anadarko's average gas price during the first quarter of 1996 was $1.96 per 
thousand cubic feet (Mcf), a 51 percent increase compared to $1.30 per Mcf in
the first quarter of 1995. 

Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices    Anadarko's
crude oil and condensate production for the first quarter of 1996 was 1.7 
million barrels (MMBbls), or 19 thousand barrels per day (MBbls/d), compared to
1.8 MMBbls, or 20 MBbls/d, in the first quarter of 1995.  The volume decline
is due primarily to sales of producing properties in 1995.  

Anadarko's average oil price was $17.64 per barrel in the first quarter of 
1996, an increase of seven percent compared to $16.48 per barrel in the same 
period in 1995. 

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.

Anadarko's natural gas liquids (NGLs) sales volumes were down three percent to
988 thousand barrels (MBbls) at an average price of 34 cents per gallon for the
first quarter 1996.  This compares to 1,014 MBbls at an average price of 31 
cents per gallon for the same period of 1995. 

Use of Derivatives     Anadarko uses derivative financial instruments to limit
exposure to changes in the market price of natural gas and crude oil for the
Company and to provide methods to fix the price for natural gas independently 
of the physical purchase or sale.  Derivative instruments also provide methods
to meet customer pricing requirements while achieving a price structure 
consistent with the Company's overall pricing strategy.  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 1996, Anadarko's capital spending (including
capitalized interest and overhead) was $68.4 million compared to $83.3 million
in the first quarter of 1995.  Capital expenditures in both periods related 
primarily to the Company's oil and gas exploration and development activities.

The Company believes cash flows, including proceeds from divestitures, and 
existing available credit facilities will be sufficient to meet capital and 
operating requirements during 1996.  However, Anadarko may pursue other 
financing options to reduce or stabilize interest costs.

                                      9

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


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 26, 1996 to stockholders of record on June 12, 1996.  Under the most 
restrictive provisions of the various credit agreements, which limit the 
payment of dividends by the Company, retained earnings of $277,963,000 were 
not restricted as to the payment of dividends at March 31, 1996.  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 1996, Anadarko participated in the drilling of a 
total of 61 wells, including 32 oil wells, 13 gas wells and 16 dry holes.  This
compares to a total of 81 wells in the first quarter of 1995, including 42 oil
wells, 27 gas wells and 12 dry holes.

International

Algeria  In February 1996, Anadarko and partners announced test results from 
the Hassi Berkine South (HBNS) No. 3 delineation well, drilled in Algeria's 
Sahara Desert.  The well flowed 17,682 barrels of oil per day (BOPD) and 19.8 
MMcf/d of gas, through a 90/64-inch choke with flowing tubing pressure of 1,341
pounds per square inch (psi).  The well flowed 42 degree API gravity oil with
no water, H2S or CO2.  

The HBNS No. 3 well is located about five miles southwest of the HBNS No. 1B
discovery well. The HBNS No. 1B well flowed 16,000 BOPD and 17.8 MMcf/d of gas.
In April 1996, Anadarko and partners completed the HBNS No. 4, a field 
delineation well that tested 14,504 BOPD and 18 MMcf/d of gas.  The HBNS No. 4
is located about two miles northwest of the HBNS No. 1B discovery well.

On behalf of Anadarko and partners, SONATRACH has applied to the Algeria 
Ministry of Energy for Provisional Exploitation Authorization (PEA) for Stage I
production from wells in the HBN and HBNS Fields.  Under the plans in the PEA 
application, Stage I production is expected to be about 40,000 BOPD (gross) 
beginning in 1997, based on Anadarko's best current estimates.

The political unrest in Algeria has been the subject of numerous media reports.
Although the Company was encouraged by democratic elections held in 1995, the
Company is closely monitoring the situation and has taken reasonable and 
prudent steps to ensure 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 1996 and 
beyond.  However, the situation has not had any material effect on the 
Company's operations. 
                                      10

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


Indonesia    In January 1996, results from the North Geragai No. 3 well were
announced. The well flowed 2,800 BOPD and 2.4 MMcf/d of gas. The North Geragai
No. 4 well was successfully completed; however, it was not tested.  Correlative
pay in the No. 4 well was confirmed by log analysis.

In the North Betara Field, the partners announced results from the No. 2
delineation well in April.  The well flowed 12 MMcf/d of gas and 200 barrels of
condensate per day (BCPD) through a one-inch choke.  The gas content was
approximately 55 percent CO2, consistent with the results from the No. 1 
discovery well.  Additional seismic studies and further delineation drilling 
will be conducted before commerciality can be determined.

United States - Offshore

Gulf of Mexico     In January 1996, the East Cameron 157 #A-4 was successfully
recompleted, with the well flowing 12.2 MMcf/d of gas and 900 BCPD through a 
5/16-inch choke.  Anadarko owns a 100-percent working interest in this Field.

In March 1996, Anadarko and its partners announced their third subsalt 
discovery in the Gulf of Mexico's subsalt play. The Agate No. 1 well, located
at Ship Shoal Block 361 tested from two separate zones in a single sand 
formation, with the well flowing 4,126 BOPD and 24 MMcf/d of gas.  Located 
about six miles southwest of the Mahogany discovery, Agate is in about 400 
feet of water.  The close proximity of Agate to Mahogany creates some 
development advantages for this discovery.  If the Agate discovery is proven
commercial, the partners are considering producing Agate through the Mahogany
platform, scheduled for installation in the third quarter of 1996.  Phillips
Petroleum Company (Phillips), the operator, and Anadarko each have a 50-
percent working interest in the Agate discovery.

Also in March 1996, Anadarko and partners announced the Alexandrite prospect,
drilled at Ship Shoal 337, encountered no commercial hydrocarbons and was 
plugged and abandoned.  The well was drilled to a total depth of 17,851 feet.
Anadarko and Phillips, the operator, each own a 37.5-percent working interest
in Alexandrite. Amoco Production Company (Amoco) owns a 25-percent working
interest.

In May 1996, Anadarko and partners announced successful results of the 
Mahogany #4 exploratory/appraisal well in the Mahogany subsalt field in the 
Gulf of Mexico.  The well, located on Ship Shoal Block 359, encountered a 
gross pay interval of more than 180 feet between depths of 14,976 feet and 
15,158 feet.  The well, drilled to a total depth of 19,094 feet, was not 
tested.  It will be temporarily abandoned and completed as a producing well 
after installation of the platform this summer.  The productive zone 
encountered is the same zone tested in the 1993 discovery well, at rates of 
more than 7,200 BOPD and 7 MMcf/d of gas.  The well did not reach the deepest
exploratory targets due to drilling difficulties below the main field pay
zone.



                                       11



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



Gulf of Mexico (continued)

Anadarko and its partners will begin immediately drilling the next Mahogany
appraisal well and continue drilling operations until the end of June 1996.
At that time, the semi-submersible drilling rig will be moved off location to
make way for installation of the Mahogany platform and associated oil and gas
pipelines.  After platform installation, the Company and its partners will 
complete all previously drilled wells and resume development drilling using a
platform drilling rig.  This is expected to substantially reduce drilling 
costs and increase drilling efficiency.  First production from the field is 
scheduled for December 1996.

Phillips is operator of the field and has a 37.5-percent working interest. 
Anadarko holds a 37.5-percent working interest and Amoco has a 25-percent 
working interest.


Lease Sale     On April 24, 1996, Anadarko was apparent high bidder on five of
seven blocks at the Offshore Lease Sale #157 held in New Orleans, Louisiana.  
The sale was conducted by the Minerals Management Service for leases in the 
central Gulf of Mexico.  If all leases are awarded, Anadarko's total 
expenditure will be $3.5 million (net) to the Company.

United States - Onshore

Southwest Kansas     In Stevens County, Kansas, the Morris I #1H, a Hugoton 
infill development well, was completed flowing 930 thousand cubic feet per 
day (Mcf/d) of gas. Another infill development well, the Williams M #1-H,
located in Morton County, Kansas, tested 1.0 MMcf/d of gas.  The Company has
a 100-percent working interest in both wells.

From the Adamson Field, located in Seward County, Kansas, the Wettstein A #3-10
tested at 4 MMcf/d of gas and 6 BCPD.  Anadarko owns a 100-percent working 
interest in this well.

The Lambert "B" #1 produced 156 BOPD and 50 Mcf/d of gas in the Churchman Bible
Field, located in Stevens County, Kansas.  Anadarko owns an 80.9-percent 
working interest in this well.

From the Eubank Field in Haskell County, Kansas, three wells were completed in
the first quarter of 1996.  The Ray C #2 flowed 80 BOPD and 2 MMcf/d of gas.
The Owens "A" #4 produced 70 BOPD and 720 Mcf/d of gas.  The southwestern 
College A #2 produced 210 BOPD.  Anadarko owns a 100-percent working interest
in all three wells.






                                      12



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


Golden Trend Oklahoma     The Janovy "B" 1-33, located in the southwest Antioch
Field, was completed, flowing 181 BOPD and 519 Mcf/d of gas.  The well is 
located in Garvin County, Oklahoma and Anadarko owns a 100-percent working 
interest.

Permian Basin West Texas   The Ketchum Mountain Field, located in Irion County,
Texas, is a primary area of focus for the Company's development drilling
activities. In the first quarter of 1996, 11 wells were put on production in 
the Ketchum Mountain Field with combined production rates of 646 BOPD.  
Anadarko owns a 100-percent working interest in the wells.

Acquisition of Gas Gathering Facility     In March 1996, Anadarko closed on the
second of two acquisitions announced in October 1994 from Panhandle Eastern
Corporation (now PanEnergy Corp.).  Combined, the acquisitions triple 
Anadarko's gathering capability to 480 MMcf/d.

The Panhandle Eastern Pipe Line (PEPL) gathering assets serve primarily Seward,
Stevens and Morton Counties, Kansas and Texas County, Oklahoma.  The 
acquisition includes approximately 1,150 miles of pipeline and serves nearly
1,000 Anadarko-operated wells and 200 third-party wells.  The purchase also 
includes 16 compressor stations and about 75,000 horsepower of compression. 
The new system currently moves more than 228 MMcf/d of gas, with about 75 
percent coming from Anadarko-operated wells.

In October 1994, Anadarko took over operation of the Cimarron River System 
(CRS).  The CRS and PEPL gathering assets, along with Anadarko's existing 
Hugoton facilities, will be combined and operated as the Hugoton Gathering 
System (HGS).










                                      13

(PAGE)
                   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 with certain other parties, a suit initially 
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 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.  In a 
companion case tried in Winkler County, Texas, to which Anadarko is not a 
party, a jury found in favor of certain of the defendants in the Dallas 
litigation and against some co-working interest owners and Plaintiffs involved
in the Dallas litigation.  The issues involved in this companion case were 
virtually identical to those pending in the Dallas County case.  
An appeal has been taken from the Winkler County judgment and oral arguments
were heard at the El Paso Court of Appeals in November 1995.  The judgment,
even if the appeal is unsuccessful, is not binding on Anadarko because 
Anadarko was not a party to the Winkler County lawsuit.  The trial is now 
scheduled to begin on June 10, 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.




























                                      14


(PAGE)
Item 6.         Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibits not incorporated by reference to a prior filing are designated 
     by an asterisk (*) and are filed herewith; all exhibits not so designated
     are incorporated herein by reference to a prior filing as indicated.   
                
Exhibit                                             Original Filed        File
Number            Description                          Exhibit           Number

 3(a)   Restated Certificate of Incorporation   19(a)(i) to Form 10-Q    1-8968
        of Anadarko Petroleum Corporation,      for quarter ended
        dated August 28, 1986                   September 30, 1986

  (b)   By-laws of Anadarko Petroleum           19(a)(ii) to Form 10-Q   1-8968
        Corporation, as amended                 for quarter ended
                                                 September 30, 1986

*10(a)  Anadarko Petroleum Corporation 1993
        Stock Incentive Plan Stock Option
        Agreement

*10(b)  Anadarko Petroleum Corporation 1993
        Stock Incentive Plan Performance
        Share Agreement

*27     Financial Data Schedule

(b)    Reports on Form 8-K

       There were no reports filed on Form 8-K for the three months ended 
       March 31, 1996.
                  



                                      15

(PAGE)
 
                            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 13, 1996                           [MICHAEL E.  ROSE]                   
                             Michael E. Rose - Senior Vice President,
                               Finance and Chief Financial Officer