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

                                FORM 10-K/A

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

                   For the Year Ended December 31, 1998
                        Commission File No. 1-8968

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

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

      Securities registered pursuant to Section 12(b) of the Act:

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

     The above Securities are listed on the New York Stock Exchange.

    Securities registered pursuant to Section 12(g) of the Act: None


    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.   Yes  X     No     .

     Indicate by check mark if the disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ____.

     The aggregate market value of the voting stock held by non-affiliates of
the registrant on January 29, 1999 was $3,246,000,000.

     The number of shares outstanding and entitled to vote of the Company's
common stock as of January 29, 1999 is shown below:


            Title of Class   	              Number of Shares Outstanding
Common Stock, par value $0.10 per share	             120,453,338


Part of
Form 10-K	          Documents Incorporated by Reference

Part I	   Portions of the Anadarko Petroleum Corporation 1998 Annual
            Report to Stockholders.
Part III   Portions of the Proxy Statement, dated March 22, 1999,
            for the Annual Meeting of Stockholders of Anadarko
            Petroleum Corporation to be held April 29, 1999.

Anadarko Petroleum Corporation amends its Annual Report on Form 10-K for the
year ended December 31, 1998 to include the following exhibits:

Part IV

Item 14. Exhibits and Reports on Form 8-K

Exhibit
Number 		        Description

23           Consent of KPMG LLP
99(b)        Anadarko Employee Savings Plan Form 11-K for the year ended
               December 31, 1998


















                               SIGNATURES


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


                              		ANADARKO PETROLEUM CORPORATION
                                                 (Registrant)



June 21, 1999	                               [MICHAEL E. ROSE]
	                             	Michael E. Rose - Senior Vice President,
                                        Finance and Chief Financial Officer