1
As filed with the Securities and Exchange Commission on July 17, 2000

Registration No. 333-38108

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

POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

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

17001 Northchase Drive
Houston, Texas 77060-2141
(281) 875-1101
(Address of principal executive offices)

1995 STOCK OPTION AND RETENTION STOCK PLAN OF UNION PACIFIC RESOURCES
GROUP INC. (AS AMENDED AND RESTATED)
(Full title of the Plan)

J. Stephen Martin, Esq.
Vice President and General Counsel
17001 Northchase Drive
Houston, Texas 77060-2141
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (281) 875-1101

CALCULATION OF REGISTRATION FEE

------------------- -------------- ---------------- -------------- --------------------

Title of Each Proposed
Class of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
To Be Registered To Be Offering Price Offering Registration Fee
(1) Registered Per Share Price (2)
------------------- -------------- ---------------- -------------- --------------------

Common stock,
Par value $0.10 4,038,117
per share shares N/A N/A N/A
------------------- -------------- ---------------- -------------- --------------------

(3) The number of shares registered is based on upon an estimate of the
maximum number of shares of Anadarko Petroleum Corporation ("Anadarko"
or the "Company") issuable upon exercise of options granted under the
1995 Stock Option and Retention Plan of Union Pacific Resources Group
Inc. (as amended and restated) (the "Plan"). The proposed maximum
offering price was calculated and the fee was previously paid in
connection with the filing with the U.S. Securities and Exchange
Commission (the "SEC") of the Preliminary Proxy Statement on Schedule
14A of Anadarko on May 19, 2000 and the Registration Statement on Form
S-4 of Anadarko (File No. 333-38108) on May 30, 2000.

(4) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement shall be deemed to
cover an indeterminable number of additional shares that may become
issuable as a result of stock splits, stock dividends or similar
transactions pursuant to the anti-dilution provisions of the Plan.

- --------------------------------------------------------------------------------

INTRODUCTORY STATEMENT

Anadarko Petroleum Corporation, a Delaware corporation ("Anadarko"),
hereby amends its Registration Statement on Form S-4 (File No. 333-38108), which
was declared effective on May 31, 2000 (the "Form S-4"), by filing this
Post-Effective Amendment No. 1 on Form S-8 relating to 4,038,117 shares of
common stock, par value $0.10 per share, that are issuable by Anadarko upon the
exercise of stock options granted under the 1995 Stock Option and Retention
Stock Plan of Union Pacific Resources Group Inc. (as amended and restated) (the
"Plan"). All such shares of Anadarko common stock were originally registered on
the Form S-4.

On July 14, 2000, Dakota Merger Corp., a Utah corporation and a wholly
owned subsidiary of Anadarko ("Merger Sub"), was merged with and into Union
Pacific Resources Group, Inc., a Utah corporation ("UPR"), pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 2,
2000, among Anadarko, UPR and Merger Sub. Pursuant to the Merger Agreement, at
the effective time of the merger, each share of common stock of UPR issued and
outstanding prior to the effective time

was converted into a fraction of a share of Anadarko common stock based on
the exchange ratio of 0.455 share of Anadarko common stock for each share of UPR
common stock exchanged in the Merger. In addition, each outstanding option to
acquire shares of UPR common stock granted pursuant to the Plan was converted
into an option to acquire shares of Anadarko common stock, as adjusted to
reflect the exchange ratio.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Item 1 of Part I
of Form S-8 and the statement of availability of registrant information and
other information required by Item 2 of Part I of Form S-8 will be sent or given
to participants in the Plan as required by Rule 428 under the Securities Act.
Such documents are not required to be and are not filed with the SEC pursuant to
Rule 424 of the Securities Act and the Note to Part I of Form S-8. These
documents and the documents incorporated by reference in this Post-Effective
Amendment pursuant to Item 3 of Part II of Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows Anadarko to incorporate by reference the information that
Anadarko discloses in its filings with the SEC. Incorporation by reference means
that Anadarko can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be
part of this prospectus and later information that Anadarko files with the SEC
will automatically update and supercede this information. The following
documents previously filed by Anadarko with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed on March 16, 2000 (as amended by a Form 10-K/A filed on June 22,
2000);

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed on May 15, 2000;

(d) The description of Anadarko's common stock contained in Anadarko's
Registration Statement on Form 8-A, filed on September 4, 1986, for
registration of Anadarko's common stock.

All documents filed by Anadarko pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
the securities offered hereby have been sold or which deregisters all the
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of the
filing of such documents. Any statement incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) liability imposed pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit. Anadarko's restated certificate
of incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware law.

Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation (a "derivative action")) if they act in
good faith and in a manner they reasonably believed

to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to
expenses (including attorney fees) incurred in connection with defense or
settlement of such action, and the statute requires court approval before there
can be indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
Anadarko's restated certificate of incorporation provides for the
indemnification of its directors, officers, employees and agents to the fullest
extent permitted by Delaware Law.

In addition, Anadarko has purchased and maintains directors' and
officers' liability insurance.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

5.1 Opinion of Wachtell, Lipton, Rosen & Katz (incorporated by reference to
Exhibit 5.1 to the Registration Statement on Form S-4 filed by
Anadarko on May 30, 2000, File No. 333-38108).

10.1 1995 Stock Option and Retention Stock Plan of Union Pacific Resources
Group Inc. (as amended and restated) (incorporated by reference
to Exhibit 10.7 to the Form 10-K/A filed on May 1, 2000 by UPR
for the year ended December 31, 1999, File No. 1-13916).

23.1 Consent of KPMG LLP.

24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the
Registration Statement on Form S-4 filed by Anadarko on May 30,
2000, File No. 333-38108).

Item 9. Undertakings.

(a) Anadarko hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-

effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective
amendmentany of the securities being registered which remain unsold at the
termination of the offering; and,

(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 17th day of July
2000.

ANADARKO PETROLEUM CORPORATION
(Registrant)

By: /s/ ROBERT J. ALLISON, JR. *
Robert J. Allison, Jr.
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 Registration Statement has been signed
by the following persons in the capacities indicated on the 17th day of July,
2000.

Signatures Title

(i) Principal executive officer:*

/s/ ROBERT J. ALLISON, JR. Chairman of the Board and
Robert J. Allison, Jr. Chief Executive Officer

(ii) Principal financial officer:*

/s/ MICHAEL E. ROSE Senior Vice President, Finance and
Michael E. Rose Chief Financial Officer

(iii) Principal accounting officer:*

/s/ JAMES R. LARSON Vice President and Controller
James R. Larson

(iv) Directors:*

/s/ ROBERT J. ALLISON, JR.
Robert J. Allison, Jr.

/s/ CONRAD P. ALBERT
Conrad P. Albert

/s/ LARRY BARCUS
Larry Barcus

/s/ RONALD BROWN
Ronald Brown

/s/ JAMES L. BRYAN
James L. Bryan

/s/ JOHN R. BUTLER, JR.
John R. Butler, Jr.

/s/ JOHN R. GORDON
John R. Gordon

/s/ JOHN N. SEITZ
John N. Seitz

*Signed on behalf of the Company and each of these persons:

By: /s/ SUZANNE SUTER
(Suzanne Suter, Attorney-in-Fact)