ANADARKO PETROLEUM CORP
10-Q, 1994-11-14
CRUDE PETROLEUM & NATURAL GAS
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             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, 1994
                      Commission File Number: 1-8968

                           _____________________


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


              Delaware                                76-0146568      
     (State or other jurisdic-                 (I.R.S. Employer Iden- 
       tion of incorporation                     tification No.)
       or organization)

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


                              (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, 1994 is shown below:

                                                  Number of Shares
            Title of Class                           Outstanding   

     Common Stock, $0.10 par value                    58,842,054


==============================================================================
<PAGE>
<PAGE>
                         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                  1994     1993      1994     1993  
Revenues
  Gas sales                               $ 67,083 $ 65,074  $243,519 $219,698
  Oil and condensate sales                  34,753   30,691    93,935   97,147
  Natural gas liquids and other              9,519    7,506    25,410   28,221
  Total                                    111,355  103,271   362,864  345,066

Costs and Expenses
  Operating expenses                        24,127   22,762    76,651   70,943
  Administrative and general                15,339   14,043    45,222   42,098
  Depreciation, depletion and
    amortization                            40,807   37,412   131,490  120,894
  Other taxes                               10,195   10,080    31,982   31,267
  Provisions for impairments of
    international properties                   ---      ---       ---    4,700
  Total                                     90,468   84,297   285,345  269,902
  
  Operating Income                          20,887   18,974    77,519   75,164
Other Income                                   698      255     1,873    2,544

  Gross Income                              21,585   19,229    79,392   77,708
Interest Expense                             7,126    6,088    20,843   22,431

  Income before Income Taxes and
    Cumulative Effect of Changes
    in Accounting Principles                14,459   13,141    58,549   55,277
Income Taxes                          
  Income taxes                               4,154    3,882    19,499   18,370
  Effect of change in income tax rate          ---   11,249       ---   11,249
  Total                                      4,154   15,131    19,499   29,619

  Net Income (Loss) before Cumulative Effect
    of Changes in Accounting Principles     10,305   (1,990)   39,050   25,658
Cumulative Effect of Changes in
  Accounting Principles                        ---      ---       ---   77,403

Net Income (Loss)                         $ 10,305 $ (1,990) $ 39,050 $103,061

Per Common Share
  Net income (loss) before cumulative effect
    of changes in accounting principles   $   0.18 $  (0.03) $   0.66 $   0.45
  Cumulative effect of changes in
    accounting principles                      ---      ---       ---     1.36
  Net income (loss)                           0.18    (0.03)     0.66     1.82
  Dividends                               $  0.075 $  0.075  $  0.225 $  0.225

Average Number of Shares Outstanding        58,802   58,594    58,752   56,741
          See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
Item 1.  Financial Statements (continued)

                        ANADARKO PETROLEUM CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                 (Unaudited)


  
                                          September 30,    December 31,
                     thousands                1994            1993    
ASSETS
Current Assets
  Cash and cash equivalents                 $   55,882      $   17,799
  Accounts receivable                           89,809         110,486
  Inventories, at average cost                  13,760           9,551
  Prepaid expenses                                 341           3,025
  Total                                        159,792         140,861

Properties and Equipment
  Original cost                              3,525,313       3,266,825
  Less accumulated depreciation, depletion
    and amortization                         1,539,046       1,425,098
  Net properties and equipment - based on 
    the full cost method of accounting 
    for oil and gas properties               1,986,267       1,841,727

Deferred Charges                                31,150          40,198

                                            $2,177,209      $2,022,786























         See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
Item 1.  Financial Statements (continued)

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

                                               September 30,   December 31,
                  thousands                        1994           1993    
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable
    Trade and other                              $   92,150     $   92,311
    Banks                                            13,671         13,328
  Accrued expenses  
    Interest                                          7,660          7,663
    Taxes and other                                  18,528         12,715
  Total                                             132,009        126,017

Long-term Debt                                      655,576        542,500

Deferred Credits
  Deferred income taxes                             440,795        424,293
  Other                                              54,777         65,810
  Total                                             495,572        490,103

Stockholders' Equity
  Common stock, par value $0.10 
    (200,000,000 shares authorized,
    58,812,381 and 58,668,407 shares issued
    and outstanding as of September 30, 1994
    and December 31, 1993, respectively)              5,926          5,912
  Preferred stock, par value $1.00 
    (2,000,000 shares authorized, no
    shares issued as of September 30, 1994
    and December 31, 1993)                              ---            ---
  Paid-in capital                                   241,415        236,001
  Retained earnings (as of September 30, 1994,
    $244,052,000 was not restricted
    as to the payment of dividends)                 650,450        625,308
  Deferred compensation                              (3,739)        (3,055)
  Total                                             894,052        864,166

                                                 $2,177,209     $2,022,786






                                       


         See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
Item 1.  Financial Statements (continued)

                        ANADARKO PETROLEUM CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (Unaudited)

                                                          Nine Months Ended
                                                             September 30     
                  thousands                                 1994       1993   

Cash Flow from Operating Activities
  Net income                                              $ 39,050   $103,061
  Adjustments to reconcile net income to net
    cash from operating activities:
      Depreciation, depletion and amortization             131,490    120,894
      Amortization of restricted stock                         900      1,229  
      Deferred income taxes                                 17,386     29,774
      Cumulative effect of changes in
        accounting principles                                  ---    (77,403)
      Provisions for impairments of international
        properties                                             ---      4,700
                                                           188,826    182,255
      Decrease in accounts receivable                       20,677     17,285
      Increase in inventories                               (4,209)      (546) 
      Increase in accounts payable - trade and
        other and accrued expenses                           5,649     14,209
      Other items - net                                      1,857     (1,612)
  Net cash from operating activities                       212,800    211,591

Cash Flow from Investing Activities
  Additions to properties and equipment                   (337,617)  (180,824)
  Sales and retirements of properties and equipment         59,144      3,269
  Net cash used in investing activities                   (278,473)  (177,555)

Cash Flow from Financing Activities
  Additions to debt                                        113,076    123,679
  Retirements of debt                                          ---   (141,722)
  Increase (decrease) in accounts payable, banks               343     (4,811)
  Dividends paid                                           (13,222)   (12,817) 
  Issuance of common stock                                   3,844      5,557
  Issuance of treasury stock                                   316        899
  Purchase of treasury stock                                  (355)      (179)
  Net cash from (used in) financing activities             104,002    (29,394)
  
Effect of Exchange Rate Changes on Cash                       (246)      (406)

Net Increase in Cash and Cash Equivalents                   38,083      4,236

Cash and Cash Equivalents at Beginning of Period            17,799     14,833

Cash and Cash Equivalents at End of Period                $ 55,882   $ 19,069

         See accompanying notes to consolidated financial statements.
<PAGE>
<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.  The terms "Anadarko" and "Company" refer to Anadarko Petroleum
Corporation and its subsidiaries.  The principal subsidiaries of Anadarko are
Anadarko Gathering Company, Anadarko Marketing Company, Anadarko Trading
Company, Anadarko Petroleum of Canada Ltd. and Anadarko Algeria Corporation.

Effective January 1, 1993, Anadarko adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes", which resulted in an
increase to net income of $87,071,000 and SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions", which resulted in a decrease
to net income of $9,668,000.

2.Inventories     The major classes of inventories are as follows:

                                                   September 30,  December 31,
             thousands                                 1994           1993    

     Materials and supplies                           $10,995        $8,226
     Natural gas liquids, stored in inventory           1,931         1,325
     Natural gas, stored in inventory                     834           ---
                                                      $13,760        $9,551

3.Properties and Equipment     Oil and gas properties include costs of
$254,146,000 and $180,933,000 at September 30, 1994 and December 31, 1993,
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 and Financial Instruments     A summary of long-term debt
  follows:

                                              September 30, December 31,
             thousands                            1994          1993    
             
     Notes Payable, Banks                       $162,000     $142,500
     Commercial Paper                             93,576          ---
     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
                                                $655,576     $542,500 


<PAGE>
<PAGE>
Item 1.   Financial Statements (continued)


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



4.Long-term Debt and Financial Instruments (continued)

In May 1994, the Company entered into a $250,000,000 Revolving Credit
Agreement and a $150,000,000 364-Day Credit Agreement with a group of 11
commercial banks.  Interest rates are based on either the reference rate,
the rate of certificate of deposit, the Eurodollar rate or a combination
thereof.  The Agreements provide for commitment fees on the unused balances
at a rate of 18.5/100 of one percent and 12.5/100 of one percent for the
Revolving Credit Agreement and 364-Day Credit Agreement, respectively.  The
Revolving Credit Agreement will expire in 1999.  The Agreements replaced the
Revolving Credit Agreement entered into in February 1992.  As of September
30, 1994, there were no outstanding borrowings under these Agreements.
     
The notes payable to banks and commercial paper have been classified as
long-term debt in accordance with SFAS 6, "Classification of Short-term
Obligations Expected to be Refinanced", under the terms of Anadarko's
$400,000,000 Bank Credit Agreements.

In October 1993, the Company accepted a $2,600,000 payment for an option
giving the purchaser the right to enter into an interest rate swap agreement
exercisable in October 1994.  This agreement, if exercised, would
effectively fix the rate the Company would pay on a notional $100,000,000 of
its floating interest rate debt at six percent for nine years.  The
$2,600,000 payment and the related agreement hedged the Company's floating
interest rate debt.  The option was not exercised in October 1994 and as a
result the Company will record a reduction to interest expense of $2,600,000
in the fourth quarter of 1994.  

5.Stock     For the third quarter of 1994, dividends of 7.5 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 $244,052,000 and $464,166,000 were not
restricted as to the payment of dividends at September 30, 1994 and December
31, 1993, 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                             1994      1993 

     Interest                                      $18,586   $22,931 
     Income taxes                                  $   451   $ 5,544 

In July 1993, $99,778,000 principal amount of 6 1/4% Convertible
Subordinated Debentures due 2014 were converted into 2,917,276 shares of
Anadarko Common Stock.
<PAGE>
<PAGE>
Item 1.   Financial Statements (continued)


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



7.Income Taxes     The Omnibus Budget Reconciliation Act of 1993, which was
enacted in August 1993, raised the top corporate income tax rate  from 34 to
35 percent retroactive to January 1, 1993.  As a result, Anadarko recorded a
charge to third quarter 1993 earnings of $11,249,000 (19 cents per share).

8.Contingencies - Environmental     In January 1994, the Company received a
Special Notice for Remedial Design/Remedial Action from the Environmental
Protection Agency (EPA) in connection with the disposal of oil and gas
exploration and production wastes at the PAB Oil Superfund site (the "Site")
at Abbeville, Louisiana.  The Company had previously received a Notice of
Potential Liability from the EPA as one of the potentially responsible
parties (PRP) in connection with this Site.  In the Notice of Potential
Liability, the EPA attributed 40 barrels of waste to the Company which was
disposed of by a third party contractor on behalf of the Company.  In
October 1994, Anadarko signed an Administrative Order on Consent with the
EPA for $8,040 in settlement of the Company's potential liability.  

On December 17, 1993, the Company received a notice from the Department of
Justice in the State of California indicating the Company may be a PRP for
the study, cleanup and closure of the waste facility owned by Geothermal,
Inc. in Middletown, California (the  GI site ).  Anadarko's records indicate
the disposal of a limited number of barrels of drilling mud at the GI site
in 1982.  During the first quarter of 1994, the Company, along with other
PRPs, became a party to a Cost Sharing, Joint Defense and Confidentiality
Agreement, effective October 20, 1993.  The Company believes its share of
costs in connection with the cleanup of the GI site will not have a material
effect on its financial position or results of operations and will be
approximately $35,000 to $70,000.

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, 1994 and December 31, 1993, the
results of operations for the three and nine months ended September 30, 1994
and 1993, and cash flows for the nine months ended September 30, 1994 and
1993.

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


Overview

For the third quarter of 1994, Anadarko's net income was $10.3 million (18 
cents per share of common stock outstanding) compared to income (before the 
effect of a change in income tax rate) of $9.3 million (16 cents per share) for
the third quarter of 1993. The 1993 third quarter results included a special
tax charge of $11.2 million (19 cents per share) to adjust deferred tax 
liabilities for the increase in the top corporate income tax rate.  Stated with
the effect of this charge, Anadarko had a net loss of $2.0 million (three cents
per share) for the third quarter of 1993. 

For the first nine months of 1994, Anadarko's net income was $39.1 million (66
cents per share).  This compares to income, before the effect of the change in
income tax rate and changes in accounting principles, of $36.9 million (65 
cents per share) for the same period of 1993.  The changes in accounting 
principles were implemented in January 1993 and related to changes in 
accounting for income taxes and postretirement benefits other than pensions.
Including the effect of the change in income tax rate and the cumulative effect
of changes in accounting principles, net income for the first nine months of 
1993 was $103.1 million ($1.82 per share).

Operating Results

Revenues for the third quarter of 1994 were $111.4 million, up eight percent
compared to $103.3 million for the third quarter of 1993.  The increase in
revenues for the third quarter of 1994 is due primarily to higher volumes of
natural gas, oil and natural gas liquids (NGLs), which was partially offset by 
a decline in natural gas prices.  

Revenues for the first nine months of 1994 were $362.9 million, an increase of
five percent compared to $345.1 million for the same period of 1993.  The
increase in revenues for the first nine months of 1994 is due primarily to
higher volumes of natural gas, oil and NGLs, which was partially offset by
declines in prices.  The following table shows the Company's volumes and U.S.
prices for the three and nine months ended September 30, 1994 and 1993:  


                                                Three Months Ended 
                                                   September 30     % Increase
                                                 1994         1993  (Decrease)

  Natural gas, million cubic feet                40,925      35,710      15 
  Price per thousand cubic feet                 $  1.59     $  1.94     (18)

  Crude oil and condensate,
    thousand barrels                              2,066       1,976       5
  Price per barrel                              $ 16.55     $ 15.81       5

  Natural gas liquids,
    thousand barrels                                626         516      21
  Price per gallon                              $  0.33     $  0.31       6


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


                                                Nine Months Ended 
                                                   September 30     % Increase
                                                1994         1993   (Decrease)

  Natural gas, million cubic feet            132,110      117,270       13     
  Price per thousand cubic feet              $  1.80      $  1.90       (5) 

  Crude oil and condensate,
    thousand barrels                           6,321        5,810        9
  Price per barrel                           $ 14.88      $ 17.06      (13)

  Natural gas liquids,
    thousand barrels                           1,919        1,765        9
  Price per gallon                           $  0.29      $  0.33      (12)
               
  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 1994 were $90.5 million, an
increase of $6.2 million (seven percent) compared to $84.3 million for the 
third quarter of 1993.  The increase was due to several factors:
    (1)  Depreciation, depletion and amortization increased $3.4 million
         (nine percent) due to higher production volumes. 
    (2)  Operating expenses were up $1.4 million (six percent) due primarily
         to an increase in gas purchased expense.
    (3)  Administrative and general expenses were up $1.3 million (nine
         percent) due to an increase in salary and benefits for the Company's
         growing workforce.

For the first nine months of 1994, costs and expenses were $285.3 million, an
increase of $15.4 million (six percent) compared to $269.9 million for the 
first nine months of 1993.  The increase in costs and expenses was due to 
several factors:
    (1)  Depreciation, depletion and amortization increased $10.6 million
         (nine percent) due to higher production volumes. 
    (2)  Operating expenses were up $5.7 million (eight percent) due to
         higher gas purchased expense and oil and gas operating expenses.
    (3)  Administrative and general expenses were up $3.1 million (seven
         percent) due to an increase in salary and benefits for the Company's
         growing workforce.

The first nine months of 1993 costs and expenses included $4.7 million in
impairments for international properties recorded in the first quarter of 1993.

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



Interest expense for the third quarter of 1994 was $7.1 million, an increase of
17 percent compared to $6.1 million for the third quarter of 1993.  The 
increase in interest expense for the third quarter is due to higher average 
debt outstanding at slightly higher interest rates partially offset by an 
increase in capitalized interest.  For the first nine months of 1994, interest
expense was $20.8 million, a decrease of seven percent compared to $22.4 
million for the same period of 1993.  The decrease in interest expense for the
first nine months of 1994 is due primarily to higher amounts of capitalized 
interest during 1994 related to an increase in costs excluded from amortization
as a result of the offshore lease acquisitions in 1994, partly offset by higher
average debt outstanding at slightly higher interest rates.

Natural Gas Volumes, Prices and Markets     During the third quarter of 1994,
Anadarko produced 40.9 billion cubic feet (Bcf) or 445 million cubic feet per
day (MMcf/d) of natural gas, up 15 percent compared to 35.7 Bcf or 388 MMcf/d
of gas in the third quarter of 1993.  Anadarko's average U.S. gas price during
the third quarter of 1994 was $1.59 per thousand cubic feet (Mcf), an 18 
percent decrease from $1.94 per Mcf in the third quarter of 1993.  

For the first nine months of 1994, Anadarko produced 132.1 Bcf or 484 MMcf/d of
gas, up 13 percent compared to 117.3 Bcf or 430 MMcf/d of gas for the same
period of 1993.  The Company's average U.S. gas price for the first nine months
of 1994 was $1.80 per Mcf, a five percent decrease from $1.90 per Mcf for the
same period of 1993.  

The increases in gas production stem primarily from higher production 
allowables in the Hugoton Field of Kansas and the West Panhandle Field of
Texas.

Historically, natural gas sales markets have been highly seasonal because of 
the increase in residential heating demand during the winter.  Due to this 
seasonality,  Anadarko's natural gas prices and production volumes and, 
therefore, financial results have traditionally been stronger in the first
and fourth quarters.

Crude Oil, Condensate and Natural Gas Liquids Volumes and Prices    Anadarko's
crude oil and condensate production for the third quarter of 1994 increased 
five percent to 2.1 million barrels (MMBbls) from 2.0 MMBbls in the third 
quarter of 1993.  Anadarko's average U.S. oil price increased five percent to
$16.55 per barrel in the third quarter of 1994 compared to $15.81 per barrel 
for the same period in 1993.  

For the first nine months of 1994, crude oil and condensate production was 6.3
MMBbls, an increase of nine percent compared to 5.8 MMBbls for the same period
of 1993.  Anadarko's average U.S. oil price for the first nine months of 1994
was $14.88 per barrel, a decrease of 13 percent compared to $17.06 per barrel
for the same period of 1993.
 
The increases in oil production are due primarily to higher volumes from 
several waterflood oil projects in Southwest Kansas and West Texas. 
<PAGE>
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)



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 seasonal
swings in market prices.

NGLs sales volumes were up 21 percent to 626 thousand barrels (MBbls) at an
average price of 33 cents per gallon for the third quarter of 1994.  This
compares to 516 MBbls at an average price of 31 cents per gallon for the same
period of 1993.  The increase in volumes is due primarily to an increase in
product sold from inventory partially offset by a decrease in production.  

NGLs volumes for the first nine months of 1994 were up nine percent to 1,919
MBbls at an average price of 29 cents per gallon compared to 1,765 MBbls at an
average price of 33 cents per gallon during the same period of 1993.  The 
increase in volumes is due primarily to higher production volumes and a 
decrease in product stored in inventory. 

Hedging Strategies     Anadarko uses hedges to limit the Company's and its
customers' exposure to changes in the market price of natural gas and crude 
oil.  Gains or losses on hedges are recorded when the production being hedged 
has been produced or delivered or the hedge instrument expires.  As a result,
gains and losses on these hedges are generally offset by similar changes in the
price of natural gas and crude oil.  Anadarko's hedges currently are comprised
of futures, swaps and options.

While hedges are intended to reduce the Company's exposure to declines in the
market price of natural gas and crude oil, the hedges may limit the Company's
gain from increases in the market price of natural gas and crude oil.

Capital Expenditures, Liquidity and Dividends

During the first nine months of 1994, Anadarko's capital spending (including
capitalized interest and overhead) was $337.2 million compared to $180.2 
million in the same period of 1993.  Capital expenditures in both periods 
related primarily to the Company's oil and gas exploration and development 
activities.  The increase in capital expenditures for 1994 includes $72 
million for offshore leases in the Gulf of Mexico that were acquired in March
1994.
      
Net cash from operating activities for the first nine months of 1994 was $212.8
million compared to $211.6 million in the first nine months of 1993.

Anticipated higher cash flows and proceeds from divestitures have led the
Company to increase its original capital budget for 1994 from $370 million to
$460 million, an increase of 24 percent.  The Company's revised spending budget
includes increased investments in offshore leases, exploratory drilling onshore
and offshore U.S., and construction of platforms and other development facili-
ties in the Gulf of Mexico.

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


On November 1, 1994, Anadarko closed the sale of a package of Rocky Mountain
properties located in Colorado, Wyoming, Montana, North Dakota and Utah for $26
million to Plains Petroleum Operating Company.  In addition, in 1994, the
Company has received $59 million from the sale of properties in Canada,
Arkansas, Louisiana and eastern Oklahoma.

The Company believes cash flows and existing available credit facilities will
be sufficient to meet capital and operating requirements during the remainder
of 1994.  However, Anadarko may pursue other financing options to reduce or
stabilize interest costs.

In May 1994, the Company entered into a $250 million Revolving Credit Agreement
and a $150 million 364-Day Credit Agreement with a group of 11 commercial 
banks.  These Agreements replaced the Revolving Credit Agreement entered into
in February 1992.  As of September 30, 1994, there were no outstanding 
borrowings under these Agreements.

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
December 28, 1994 to stockholders of record on December 14, 1994.  Under the
most restrictive provisions of the various credit agreements, which limit the
payment of dividends by the Company, retained earnings of $244,052,000 and
$464,166,000 were not restricted as to the payment of dividends at September 
30, 1994 and December 31, 1993, respectively.  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 Drilling 
     
During the third quarter of 1994, Anadarko participated in a total of 66 wells,
including 36 oil wells, 18 gas wells and 12 dry holes.  This compares to a 
total of 46 wells, including 22 oil wells, 12 gas wells and 12 dry holes 
during the third quarter of 1993.  For the first nine months of 1994, Anadarko
participated in a total of 194 wells, including 105 oil wells, 57 gas wells and
32 dry holes.  This compares to a total of 126 wells, including 62 oil wells, 
39 gas wells and 25 dry holes during the first nine months of 1993.  Anadarko
made several significant completions during the quarter.

Algeria    In August 1994, the Company announced the test results from the
Berkine East No. 1 (BKE-1) well, located in the Ghadames Basin on Block 404 in
Algeria's Sahara Desert.  The well tested hydrocarbons from two deeper pay 
sands not penetrated at the time of the initial discovery announcement in May
1994.

The BKE-1 well flow tested at a stabilized rate of 15,275 barrels of oil per 
day (BOPD) and 3.4 MMcf/d of gas through an equivalent 74/64 inch choke at 
1,000 pounds per square inch (psi) flowing tubing pressure from 190 feet of
perforations in the Triassic interval.  The well flowed 40.6 degree API gravity
oil with no water, H2S or CO2.  The gas/oil ratio was 225 standard cubic feet
per barrel.

One of the deeper pay zones flowed at a stabilized rate of 3,693 barrels of 53
degree API gravity condensate per day plus 34.6 MMcf/d of gas through a one
inch choke at 2,155 psi flowing tubing pressure from 46 feet of perforations.  
<PAGE>
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)



Another deeper pay zone tested at 52 barrels of 56 degree API gravity 
condensate per day and 2 MMcf/d of gas through a 1/4 inch choke at 1,573 psi 
flowing tubing pressure from 137 feet of perforations.

A Discovery Report is being prepared for the BKE-1 well and will be filed with
Sonatrach in November 1994.  This is the first step towards development of the
field.  The partners are currently planning a delineation well for the BKE-1
discovery.

Golden Trend     In the third quarter of 1994, Anadarko reported 13 significant
completions from the Golden Trend, located in central Oklahoma. 

Located in the Antioch Southwest Field in Garvin County, Oklahoma, the Walker
"A" #1-33 was reported flowing 94 BOPD and 805 Mcf/d of gas from a 3/4 inch
choke with flowing tubing pressure of 100 psi.  Anadarko owns a 100 percent
working interest in the well.  The Bristow "A" #1-34 tested at 79 BOPD and 673
Mcf/d of gas.  Anadarko owns a 74 percent working interest in the well.  The
Reid "C" #1-17 flow tested at 113 BOPD and 891 Mcf/d of gas from a 3/4 inch
choke with flowing tubing pressure of 160 psi.  Anadarko owns a 100 percent
working interest in the well.  

In Garvin County's Lindsey Southeast Field, the Bonner "A" No. 2-32 tested at
210 BOPD and 1.5 MMcf/d of gas through a 3/4 inch choke with flowing tubing
pressure of 350 psi.  Anadarko owns a 100 percent working interest in this 
well.  The Paul "A" No. 1-34 flowed 146 BOPD with 1.4 MMcf/d of gas.  Anadarko
owns a 63 percent working interest in the well.  The Wall "B" No. 1-34 flowed 
41 BOPD and 1.2 MMcf/d of gas.  Anadarko owns a 75 percent working interest in
this well.  The Simmons "B" No. 1-21 flowed 31 BOPD and 492 Mcf/d of gas.  
Anadarko owns a 100 percent working interest in the well.

From the Bradley Field in Grady County, Oklahoma, the Truman #2-27 flowed 1.6
MMcf/d of gas and 105 BOPD through a 3/4 inch choke with flowing tubing 
pressure of 220 psi.  Anadarko owns a 24 percent working interest in the well.
The Alex "A" #1-7 flowed 1.4 MMcf/d of gas and 134 BOPD.  Anadarko owns a 96
percent working interest in the well.

Also from the Bradley Field in Garvin County, Oklahoma, the Story "B" No. 1-11,
Ball "A" No. 1-20, Trioni "A" No. 1-10 and the Reid "B" No. 1-28 combined to
produce 490 BOPD and 5.6 MMcf/d of gas on initial test rates.  Anadarko 
operates these four wells with a working interest between 99.5 and 100 percent.

Southwest Kansas/Hugoton  From the Koenig Field in Haskell County, Kansas, 
the Yunker "A" No. 8 flowed 188 BOPD.  Anadarko owns a 100 percent working
interest in this well.

From the Gentzler Field in Stevens County, Kansas, the Gaskill "B"  No. 2 
flowed 1.3 MMcf/d of gas with flowing tubing pressure of 840 psi.  Anadarko 
owns a 100 percent interest in the well.  The Gregory "C" No. 2 flowed 1.1 
MMcf/d of gas with an absolute open-flow potential of 1.9 MMcf/d of gas.  
Flowing tubing pressure was 1,250 psi.  Anadarko owns an 86 percent working 
interest in this well.
<PAGE>
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)



Two additional wells were completed from the Hugoton Infill Drilling Program.
The Bressler "A" No. 1H flowed 318 Mcf/d of gas. Anadarko owns a 75 percent
working interest in the well.  The U.S.A. Moore "F" No. 2H flowed 385 Mcf/d of
gas.  Anadarko owns a 100 percent working interest in this well. 

From the Stirrup Field in Morton County, Kansas, the Kraber "A" No. 1 flowed 
2.5 MMcf/d of gas and was reported with an absolute open-flow potential of 20 
MMcf/d of gas.  Flowing tubing pressure was 500 psi.  Anadarko has a 94 percent
working interest in the well.

Permian Basin/West Texas     In the Ketchum Mountain (Clearfork) Field, located
in Irion County, Texas, significant flow rates were reported completions on the
Sugg Lease in the Ketchum Mountain Clearfork Field.  Well No. 33-08 flowed 180
BOPD and 90 Mcf/d of gas through a 19/64 inch choke.  Well No. 27-14 flowed 140
BOPD from a 5/16 inch choke.  The Sugg No. 27-13 flowed 98 BOPD and 225 Mcf/d 
of gas through a 1/4 inch choke.  

Also from the Sugg Lease, the Sugg No. 33-09 flowed 85 BOPD with 80 Mcf/d of
gas,  Well No. 27-11 flowed 79 BOPD, The Scott #34-15 was reported pumping 53
BOPD and the Sugg No. 27-15 flowed 155 BOPD and 175 Mcf/d of gas.  Anadarko 
owns a 100 percent working interest in the Sugg Lease.

Acquisition of Gas Gathering Facilities

In October 1994, the Company signed definitive agreements to purchase two
separate natural gas gathering systems in the Hugoton Field of Kansas from
Panhandle Eastern Corporation for a purchase price of $36 million.  This
acquisition more than triples Anadarko's current gathering capability,
increasing from 155 MMcf/d of gas to 480 MMcf/d of gas.

The systems include the Cimmaron River System (CRS) and a portion of the
Panhandle Eastern Pipe Line (PEPL) gathering system serving the Hugoton field
area, primarily Seward, Stevens and Morton Counties in southwest Kansas and
Texas County, Oklahoma.  Combined, the gathering systems include approximately
1,500 miles of pipeline in Kansas, Oklahoma and Colorado.  The PEPL system
includes about 1,150 miles of pipeline and the CRS includes about 350 miles of
pipeline.  These gathering facilities serve approximately 1,000 Anadarko-
operated wells and 200 third-party wells; also included are 21 compressor
stations with approximately 82,000 horsepower of compression.  Currently, these
facilities move more than 325 MMcf/d of gas, with more than 75 percent from
Anadarko-operated wells.

The CRS gathering system purchase has been approved by the Kansas Corporation
Commission and the PEPL gathering system purchase is subject to Federal Energy
Regulatory Commission approval.  Anadarko began operating the CRS system on
October 1, 1994 and expects to close on the PEPL system in 1995.
<PAGE>
<PAGE>
                         Part II.   OTHER INFORMATION


     
     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, 1994.

      <PAGE>
<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)




November 10, 1994                         [MICHAEL E. ROSE]            
                               Michael E. Rose - Senior Vice President,
                                 Finance and Chief Financial Officer







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