EXHIBIT 3(b)
                                  
                   CERTIFICATE OF AMENDMENT OF THE
              RESTATED CERTIFICATE OF INCORPORATION OF
                   ANADARKO PETROLEUM CORPORATION
                                  
     ANADARKO PETROLEUM CORPORATION, a corporation duly organized and
existing under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of Anadarko
Petroleum Corporation resolutions were adopted setting forth a
proposed amendment of the Restated Certificate of Incorporation of
said corporation, declaring said amendment to be advisable and should
be presented to the stockholders of said corporation at the 1999
annual meeting of stockholders for approval thereof.  The resolution
setting forth the proposed amendment is as follows:

          RESOLVED, that the Restated Certificate of
     Incorporation of this corporation be amended by changing
     Article FOURTH thereof to read as follows:
     
                FOURTH.   The total number of shares  which
          the Corporation shall have authority to issue  is
          302,000,000 shares, of which (a) 2,000,000 shares
          shall be Preferred Stock, issuable in series,  of
          the   par  value  of  $1.00  per  share  and  (b)
          300,000,000 shares shall be Common Stock, of  the
          par value of $0.10 per share.
     
     SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation
was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were
voted in favor of the amendment.
     
     THIRD:  That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
     
     IN WITNESS WHEREOF, the corporation has caused this certificate
to be signed by John N. Seitz, its authorized officer, this 29th day
of April, 1999.

                        ANADARKO PETROLEUM CORPORATION

                        By:  /s/ John N. Seitz
                         Title:  Executive Vice President

THE STATE OF TEXAS
COUNTY  OF  HARRIS

     BEFORE ME, the undersigned authority, a Notary Public in and for
said County and State, on this day personally appeared JOHN N. SEITZ,
known  to  me  to  be  the person whose name  is  subscribed  to  the
foregoing  instrument, and acknowledged to me that  he  executed  the
same for the purposes and consideration therein expressed.
     
     GIVEN  UNDER  MY HAND AND SEAL OF OFFICE, this the 29th  day  of
April, 1999.

                                   Linda Bearden
                                   Notary Public, State of Texas