ANADARKO PETROLEUM CORP
10-K405/A, 1996-06-27
CRUDE PETROLEUM & NATURAL GAS
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                          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 Fiscal Year Ended December 31, 1995

                    Commission File No. 1-8968

                  ANADARKO PETROLEUM CORPORATION
      (Exact name of registrant as specified in its charter)
          
                Delaware                              76-0146568
       (State of incorporation)                    (I.R.S. Employer
                                                  Identification No.)
  
   17001 Northchase Drive, Houston, Texas               77060
      (Address of executive offices)                  (Zip Code)

              Registrant's telephone number: (713) 875-1101

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

                                               Name of each exchange
        Title of each class                     on which registered

    Common Stock, $0.10 par value        The New York Stock Exchange, Inc.  
    Preferred Stock Purchase Rights      The New York Stock Exchange, Inc.
    
    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.   x     .

     The aggregate market value of the voting stock held by non-affiliates of
the registrant computed using the average of the high and low sales prices
at which the stock sold on January 31, 1996 was $2,937,125,000.

     The number of shares outstanding of each of the registrant's classes of
common stock as of January 31, 1996 is shown below:

                                                Number of Shares
       Title of Class                             Outstanding   

Common Stock, $0.10 par value ................    59,037,692<PAGE>
 Part of
Form 10-K                  Documents Incorporated by Reference

Part I       Portions of the Anadarko Petroleum Corporation 1995 Annual        
               Report to Stockholders.
Part III     Portions of the Proxy Statement, dated March 18, 1996,
               for the Annual Meeting of Stockholders of Anadarko
               Petroleum Corporation to be held April 25, 1996.
<PAGE>
<PAGE>

                            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 26, 1996                              [MICHAEL E.  ROSE]            
                                Michael E. Rose - Senior Vice President,
                                  Finance and Chief Financial Officer


<PAGE>
<PAGE>


==============================================================================


                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549



                            FORM 11-K

                          ANNUAL REPORT



 Pursuant to Section 15(d) of the Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 1995

                    Commission File No. 1-8968


                                      


                  ANADARKO EMPLOYEE SAVINGS PLAN
                     (Full title of the plan)

                                      



                  ANADARKO PETROLEUM CORPORATION
   (Name of issuer of the securities held pursuant to the plan)



                      17001 Northchase Drive
                      Houston, Texas  77060
       (Address, including zip code, of executive offices)

                          (713) 875-1101
                        (Telephone number)






==============================================================================
<PAGE>
<PAGE>
                  ANADARKO EMPLOYEE SAVINGS PLAN


           INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                       FINANCIAL STATEMENTS
                                                                 Page

Statement of Net Assets Available for Benefits
 (with Fund Information), December 31, 1995                        1  
Statement of Net Assets Available for Benefits
 (with Fund Information), December 31, 1994                        2  
Statement of Changes in Net Assets Available for Benefits
 (with Fund Information), Year Ended December 31, 1995             3  
Statement of Changes in Net Assets Available for Benefits 
 (with Fund Information), Year Ended December 31, 1994             5
Notes to Financial Statements                                      7 
Independent Auditors' Report                                      13


                            SCHEDULES

Schedule I - Item 27a - Schedule of Assets Held for
  Investment Purposes, December 31, 1995                         S-1
Schedule IV -Item 27d - Schedule of Reportable Transactions,
  Year Ended December 31, 1995                                   S-2

  All other schedules are omitted because they are not applicable, not
required or the information is included in the Financial Statements or Notes
thereto.

<PAGE>
<PAGE>
<TABLE>
                                    ANADARKO EMPLOYEE SAVINGS PLAN
                            Statement of Net Assets Available for Benefits
                                        (with Fund Information)
                                           December 31, 1995

<CAPTION>
                                                  Company     PanEnergy  Growth Equity  Balanced      Money    
ASSETS                                 Total     Stock Fund   Stock Fund      Fund        Fund     Market Fund 
<S>                                <C>          <C>          <C>         <C>         <C>         <C>              
Investments, at fair value:
 Anadarko Petroleum Corporation -
  1,020,689 shares of common stock
  (cost $35,898,579)                $55,244,793  $55,244,793  $      ---  $      ---  $      ---  $       --- 
 PanEnergy Corp - 
  94,827 shares of common stock
  (cost $1,850,315)                   2,643,303          ---   2,643,303         ---         ---          ---
 Twentieth Century Growth Mutual Fund -
  280,594 units (cost $6,168,549)     5,440,712          ---         ---   5,440,712         ---          ---
 George Putnam Mutual Fund -
  368,153 units (cost $5,244,957)     5,706,374          ---         ---         ---   5,706,374          ---
 Money market investments            11,335,366      585,855      60,941         273         352   10,687,945
 Employee loans receivable            3,353,721    3,353,721         ---         ---         ---          ---
                                     83,724,269   59,184,369   2,704,244   5,440,985   5,706,726   10,687,945
Accrued interest and dividends
 receivable                             114,999       70,804         289           1         ---       43,905
Employee contribution receivable        611,887      355,872         ---     106,153      73,752       76,110 
Employer receivable                       1,499        1,301         198         ---         ---          ---
Other assets                            180,838      122,634         ---       3,264       3,202       51,738

 Total Assets                        84,633,492   59,734,980   2,704,731   5,550,403   5,783,680   10,859,698

Liabilities                             127,997          ---         ---     127,997         ---          ---

Net assets available for benefits   $84,505,495  $59,734,980  $2,704,731  $5,422,406  $5,783,680  $10,859,698 
</TABLE>
                                                     




                              See accompanying notes to financial statements.
                                                    -1-
<PAGE>
<PAGE>
<TABLE>
                                      ANADARKO EMPLOYEE SAVINGS PLAN
                              Statement of Net Assets Available for Benefits
                                          (with Fund Information)
                                             December 31, 1994
<CAPTION>

                                                   Company     PanEnergy  Growth Equity   Balanced     Money    
ASSETS                                   Total    Stock Fund   Stock Fund     Fund          Fund    Market Fund 
<S>                                 <C>          <C>         <C>          <C>          <C>         <C> 
Investments, at fair value:
 Anadarko Petroleum Corporation -
  985,320 shares of common stock
  (cost $32,915,726)                 $37,934,821  $37,934,821  $      ---  $       ---  $      ---  $       --- 
 PanEnergy Corp -
  118,982 shares of common stock
  (cost $2,298,011)                    2,349,895          ---   2,349,895          ---         ---          ---
 Twentieth Century Growth Mutual Fund -
  191,560 units (cost $4,288,720)      3,589,842          ---         ---    3,589,842         ---          ---
 George Putnam Mutual Fund -
  269,782 units (cost $3,719,336)      3,482,899          ---         ---          ---   3,482,899          ---
 Money market investments              7,894,344    1,680,448      49,272          157         330    6,164,137
 Employee loans receivable             3,064,098    3,064,098         ---          ---         ---          ---
                                      58,315,899   42,679,367   2,399,167    3,589,999   3,483,229    6,164,137
Accrued interest and dividends
 receivable                               96,860       67,117         237           81         ---       29,425
Employee contribution receivable         648,649      371,374         ---      117,305      80,474       79,496 
Employer receivable                        1,496        1,298         198          ---         ---          ---
Other assets                             257,234      245,809         ---        2,889       2,406        6,130

 Total Assets                         59,320,138   43,364,965   2,399,602    3,710,274   3,566,109    6,279,188

Liabilities                              230,108          ---         ---       63,991         ---      166,117

Net assets avaliable for benefits    $59,090,030  $43,364,965  $2,399,602   $3,646,283  $3,566,109   $6,113,071


                                                     

                              See accompanying notes to financial statements.
                                                    -2- 
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                                   ANADARKO EMPLOYEE SAVINGS PLAN
                     Statement of Changes in Net Assets Available for Benefits
                                      (with Fund Information)
                                For the Year Ended December 31, 1995

<CAPTION>
                                                   Company    PanEnergy Growth Equity Balanced   Money    
                                        Total     Stock Fund  Stock Fund     Fund       Fund  Market Fund
<S>                                <C>         <C>          <C>         <C>        <C>       <C>      
Investment income:
 Dividends on Anadarko Petroleum
  Corporation common stock          $   311,968  $   311,968  $     ---  $     ---  $    ---  $     ---
 Dividends on PanEnergy
  Corp common stock                      91,397          ---     91,397        ---       ---        ---
 Dividends on Twentieth Century
  Growth units                          740,484          ---        ---    740,484       ---        ---
 Dividends on George Putnam units       350,464          ---        ---        ---   350,464        ---
 Interest earned                        494,423       64,618      2,894         37        22    426,852
 Interest income on participant loans   233,095      233,095        ---        ---       ---        ---
 Other income                            38,931          ---     38,931        ---       ---        ---

  Total investment income             2,260,762      609,681    133,222    740,521   350,486    426,852

Investment expenses:
 Administrative expenses 
  (fees and commissions)                 17,614       16,838        776        ---       ---        ---

  Net investment income               2,243,148      592,843    132,446    740,521   350,486    426,852

Realized gain on investments          1,425,993    1,206,795     40,986     98,549    79,663        ---

Unrealized appreciation (depreciation)
 of investments                     $16,262,540  $15,001,656   $751,791  $(133,906) $642,999   $    ---

                                                                                            (Continued)
                                                     -3-

</TABLE>
<PAGE>
<PAGE>
<TABLE>
   
                                   ANADARKO EMPLOYEE SAVINGS PLAN
               Statement of Changes in Net Assets Available for Benefits (Continued)
                                      (with Fund Information)
                                For the Year Ended December 31, 1995

<CAPTION>
                                              Company    PanEnergy  Growth Equity  Balanced       Money    
                                   Total     Stock Fund  Stock Fund     Fund         Fund     Market Fund
<S>                            <C>         <C>          <C>           <C>         <C>        <C>            
Contributions:
 Employee                       $ 5,220,919 $ 3,019,615  $      ---    $ 847,603   $ 679,038  $   674,663
 Employer
   Cash                                 364         364         ---          ---         ---          ---
   Anadarko Petroleum       
     Corporation common
     stock (82,573 shares)        3,539,722   3,539,722         ---          ---         ---          --- 
                                  8,761,005   6,559,701         ---      847,603     679,038      674,663
 Interfund transfers                    ---  (5,089,857)   (258,636)     412,244     809,861    4,126,388 
 Additional contributions
   resulting from forfeitures        70,145      70,145         ---          ---         ---          ---   
   Total contributions            8,831,150   1,539,989    (258,636)   1,259,847   1,488,899    4,801,051 

Withdrawals:
 Distributions to participants    3,277,221   1,901,123     361,458      188,888     344,476      481,276
 Forfeitures                         70,145      70,145         ---          ---         ---          ---

   Total withdrawals              3,347,366   1,971,268     361,458      188,888     344,476      481,276

Increase in net assets
 during the year                 25,415,465  16,370,015     305,129    1,776,123   2,217,571    4,746,627 
Net assets at beginning of year  59,090,030  43,364,965   2,399,602    3,646,283   3,566,109    6,113,071

Net assets at end of year       $84,505,495 $59,734,980  $2,704,731   $5,422,406  $5,783,680  $10,859,698



                           See accompanying notes to financial statements.
                                                 -4-
</TABLE>





















<PAGE>
<TABLE>
                                    ANADARKO EMPLOYEE SAVINGS PLAN
                      Statement of Changes in Net Assets Available for Benefits
                                       (with Fund Information)
                                 For the Year Ended December 31, 1994
<CAPTION>
                                                    Company    PanEnergy  Growth Equity  Balanced   Money
                                         Total     Stock Fund  Stock Fund     Fund         Fund  Market Fund  
<S>                                <C>           <C>         <C>          <C>         <C>       <C>   
Investment income:
 Dividends on Anadarko Petroleum
   Corporation common stock         $   263,585   $   263,585  $      ---  $     ---   $    ---  $    ---
 Dividends on PanEnergy
   Corp common stock                    111,709           ---     111,709        ---        ---       ---
 Dividends on Twentieth Century
   Growth units                         544,736           ---         ---    544,736        ---       ---
 Dividends on George Putnam units       225,335           ---         ---        ---    225,335       ---
 Interest earned                        371,013        64,196       1,933         88         14   304,782
 Interest income on participant loans   186,414       186,414         ---        ---        ---       ---

   Total investment income            1,702,792       514,195     113,642    544,824    225,349   304,782

Investment expenses:
 Administrative expenses 
   (fees and commissions)                19,488        17,910       1,578        ---        ---       ---

   Net investment income              1,683,304       496,285     112,064    544,824    225,349   304,782
 
Realized loss on investments           (202,475)       (4,254)    (86,396)   (48,793)   (63,032)      ---

Unrealized depreciation
  of investments                    $(8,165,596)  $(6,922,403)  $(466,350) $(578,557) $(198,286) $    ---

                                                                                  (Continued)

                                                           -5-
</TABLE>

<PAGE>
<PAGE>
<TABLE>
                                   ANADARKO EMPLOYEE SAVINGS PLAN
               Statement of Changes in Net Assets Available for Benefits (Continued)
                                      (with Fund Information)
                                For the Year Ended December 31, 1994

<CAPTION>
                                             Company    PanEnergy  Growth Equity  Balanced       Money    
                                  Total     Stock Fund  Stock Fund     Fund         Fund      Market Fund
<S>                            <C>          <C>          <C>          <C>         <C>        <C>         
Contributions:
 Employee                       $ 6,118,728  $ 3,287,320  $      ---   $1,049,058  $ 829,874  $  952,476
 Employer
   Cash                               1,454        1,454         ---          ---        ---         ---
   Anadarko Petroleum       
     Corporation common
     stock (71,608 shares)        3,304,795    3,304,795         ---          ---        ---         --- 
                                  9,424,977    6,593,569         ---    1,049,058    829,874     952,476
 Interfund transfers                    ---    4,547,398    (529,102)    (850,200)  (883,003) (2,285,093)
 Additional contributions
   resulting from forfeitures        25,361       25,361         ---          ---        ---         ---   

   Total contributions            9,450,338   11,166,328    (529,102)     198,858    (53,129) (1,332,617)
Withdrawals:
 Distributions to participants    3,252,372    1,704,195     218,114       67,638    275,783     986,642
 Forfeitures                         25,361       25,361         ---          ---        ---         ---

   Total withdrawals              3,277,733    1,729,556     218,114       67,638    275,783     986,642

Increase (decrease) in net
 assets during the year            (512,162)   3,006,400  (1,187,898)      48,694   (364,881) (2,014,477)
Net assets at beginning of year   59,602,192  40,358,565   3,587,500    3,597,589  3,930,990   8,127,548

Net assets at end of year        $59,090,030 $43,364,965  $2,399,602   $3,646,283 $3,566,109  $6,113,071





                           See accompanying notes to financial statements.
                                                 -6-
</TABLE>




















<PAGE>
                    ANADARKO EMPLOYEE SAVINGS PLAN

                     NOTES TO FINANCIAL STATEMENTS
            For the Years Ended December 31, 1994 and 1995



1. Summary of Significant Accounting Policies

Basis of Presentation   The accounts of the Anadarko Employee Savings Plan
(Plan) are maintained on an accrual basis.

Expenses   All trustee fees, brokerage fees and other expenses incident to the
administration of the Plan may be paid by Anadarko Petroleum Corporation
(Anadarko, the Company or the Employer) and, if not paid by the Company, shall
be paid by the Plan.  In 1994 and 1995, the Company elected to pay the trustee
fees for the Plan and presently intends to continue to do so although the
Company can, at its discretion, discontinue this practice.

Investments   On each valuation date, as defined, securities held by the Plan
are valued at fair value and the increase or decrease in the value of
securities held, plus any net income or loss of the Plan, is allocated to the
participants' accounts.  Fair value is based on the closing market price of the
securities at December 31.  Security transactions are recorded on a trade-date
basis.

For 1994 and 1995, realized gains and losses were based on the difference
between market values of the withdrawn securities at the trade date and the
market value at January 1, 1994 and 1995, respectively.  If no shares existed
at the beginning of the period, realized gains and losses reported on
withdrawals of securities were based on the difference between market values of
the withdrawn securities at the trade date and the average cost to the Plan.

Employee loans receivable are valued at amortized cost, which approximates fair
value.

2. Description of the Plan

The Plan was adopted by the Company's Board of Directors and approved by its
sole stockholder on August 27, 1986.  The Plan has been subsequently restated
and amended.  Effective January 1, 1994, the Plan was amended and restated for
administrative changes.  The financial statements and accompanying notes relate
to the Plan as in effect on December 31, 1995.


                                  -7-
<PAGE>
<PAGE>
                    ANADARKO EMPLOYEE SAVINGS PLAN

               NOTES TO FINANCIAL STATEMENTS (Continued)


The purpose of the Plan is to encourage and assist employees in accumulating
retirement savings, to provide a means for employees to have an ownership
interest in common stock of the Company (Company Stock) and to encourage
employees to remain in the employ of the Company, its subsidiaries and
affiliates.  The Plan has been adopted exclusively to provide benefits for
employees participating in the Plan (Members) and their beneficiaries, and no
part of the corpus or income of the trust fund (Trust) established pursuant to
the Plan to hold contributions of Members and the Company may be used for any
purpose other than to provide such benefits and defray reasonable expenses of
administering the Plan.

The Plan is a defined contribution plan that is qualified under Section 401 of
the Internal Revenue Code of 1986, as amended (Code).  See Note 4.  All regular
employees of the Company are eligible to participate in the Plan upon employ-
ment.  Participation is voluntary.  Directors and officers who are also
employees of the Company may participate on the same basis as all other
employees.  Members may contribute to the Plan up to 12% of their compensa-
tion, which includes base salary or wages, as well as overtime and incentive
bonuses (excluding override payments, front-end bonuses and other special
payments).  The Company will match 100% of a Member's contributions up to a
maximum of 6% of such Member's compensation.  Subject to provisions of the Plan
and applicable provisions of the Code and Treasury Regulations, an Eligible
Employee may make a Qualified Rollover Contribution to the Plan.

Contributions by a Member are always the Member's property and not subject to
vesting.  A Member has a 100% vested right to Employer matching contributions
after three years of service or upon death, retirement, disability or a change
in control of the Company.  Subject to certain restrictions, Members may elect
to have amounts distributed from the Plan to them prior to termination of
employment through withdrawals or loans from the Plan.  Contributions to the
Plan are subject to certain limitations under the Code.  Generally, employee
contributions are withheld on the 25th of the month and sent to the Trustee by
the first of the following month.

The Employer contribution account of an employee who terminates employment prior
to the time that he or she is vested will be forfeited by the employee.  For
1994 and 1995, employee forfeitures were $25,361 and $70,145, respectively. 
Forfeitures do not affect total equity of the Plan but merely reduce future
Employer contributions.

3.Investment Programs

Employer Contributions   The Employer contribution accounts of Members will
be invested in Company Stock.

Investment Options for Tax-Deferred, After-Tax and Rollover Contributions    
Each Member may designate the manner in which the amounts allocated to their
tax-deferred savings account, their after-tax savings account and their 
rollover account shall be invested.  The following is a listing of options:

                                   -8-
<PAGE>
<PAGE>
                     ANADARKO EMPLOYEE SAVINGS PLAN

                     NOTES TO FINANCIAL STATEMENTS (Continued)



Option 1     In shares of Company Stock.  Amounts invested under Option 1 shall
             be invested along with Employer matching contributions as one fund
             referred to as the Company Stock Fund.

Option 2     In such general fixed income and equity investments (other than
             Company Stock unless purchased indirectly via a mutual fund
             investment) as the Trustee may determine.  Such investments may be
             made as direct investments of the Trust or may be investments in
             mutual funds which have investment guidelines and criteria which 
             are consistent with this Option 2.  Amounts invested under Option 2
             shall be invested as one fund referred to as the Balanced Fund.

Option 3     In such general equity investments (other than Company Stock unless
             purchased indirectly via a mutual fund investment) as the Trustee
             may determine.  Such investments may be made as direct investments
             of the Trust or may be investments in mutual funds which have
             investment guidelines and criteria which are consistent with this
             Option 3.  Amounts invested under Option 3 shall be invested as one
             fund referred to as the Growth Equity Fund.
   
Option 4     In such money market investments as the Trustee may determine.  
             Such investments may be made as direct investments of the Trust
             or may be investments in mutual funds which have investment 
             guidelines and criteria which are consistent with this Option 4.
             Amounts invested under Option 4 shall be invested as one fund 
             referred to as the Money Market Fund.

A Member may designate one of such options for all of the contributions to 
their tax-deferred savings account, their after-tax savings account and their
rollover account or a Member may designate a percentage in 10% increments of 
such contributions to be invested pursuant to each option.  Invested funds of
Members, including Employer contributions, can be transferred between funds at
the election of the Member, subject to certain restrictions as defined in the
Plan.  The amount of such transfers are reported as interfund transfers in the
Statement of Changes in Net Assets Available for Benefits (with Fund
Information).

As of December 31, 1995, a total of 501 members were investing their contribu-
tions in the Company Stock Fund, 69 Members were investing their contributions
in the Money Market Fund, 38 Members were investing their contributions in the
Growth Equity Fund, 21 Members were investing their contributions in the
Balanced Fund and 448 Members were investing their contributions in a combina-
tion of funds.

                                   -9-
<PAGE>
<PAGE>
                     ANADARKO EMPLOYEE SAVINGS PLAN

               NOTES TO FINANCIAL STATEMENTS (Continued)


     
A separate stock fund (PanEnergy Stock Fund) was established to maintain the
PanEnergy Corp (formerly Panhandle Eastern Corporation) (PanEnergy) common
stock received under the Plan from the PanEnergy Corp and Participating
Affiliates Employees' Stock Purchase and Savings Plan in 1987.  Contributions or
transfers of previously invested funds to the PanEnergy Stock Fund are not
permitted.  Members are allowed to transfer funds from the PanEnergy Stock Fund
to any of the other funds.  Dividends from PanEnergy common stock are reinvested
in PanEnergy common stock.

In December 1995, the PanEnergy Stock Fund received $38,931 from settlement of a
lawsuit that was filed against PanEnergy.  The lawsuit was filed on behalf of
participants due to alleged violations of federal securities laws including
misrepresentations and non-disclosures to the public with regard to material
facts relating to the financial condition of PanEnergy.  The plaintiffs claimed
that the effect of these actions caused stockholders to purchase PanEnergy
common stock at artificially inflated prices from June 1990 through January
1991.  The lawsuit was settled out of court and the Plan, as a participant in
the PanEnergy dividend reinvestment program received its share of the settlement
proceeds.  The settlement was allocated to individuals based on the number of
shares of PanEnergy common stock in their account as of December 31, 1990.

4. Federal Income Taxes

The Company has received a favorable determination letter from the Internal
Revenue Service that (i) the Plan as restated effective January 1, 1989 met the
requirements of section 401(a) of the Code and the Trust established thereunder
is exempt from federal income tax under section 501(a) of the Code and (ii) the
provisions of the Plan as restated effective January 1, 1989 regarding tax-
deferred contributions constituted a qualified cash or deferred arrangement
within the meaning of section 401(k) of the Code. The Plan was restated and
amended, effective January 1, 1994, for administrative changes.  The Company
has received a favorable determination letter from the Internal Revenue 
Service that the Plan, as restated and amended effective January 1, 1994,
meets such requirements. 

The Company is entitled to deduct for federal income tax purposes the amount 
of tax-deferred contributions and Employer matching contributions made to 
the Plan. In general, neither such contributions to the Plan nor the income
of the Trust earned thereon and earned on Members' after-tax contributions 
to the Plan will be taxable to Members as income prior to the time such Members
receive a distribution from the Plan.  A Member's after-tax contributions to
the Plan are not deductible from their taxable income.  A Member's tax-
deferred contributions are excluded from their taxable income for the year 
contributions are made, except for any amounts which exceed limitations 
under the Code.

                                   -10-
<PAGE>
<PAGE>
                          ANADARKO EMPLOYEE SAVINGS PLAN

                     NOTES TO FINANCIAL STATEMENTS (Continued)


      

Certain tax consequences apply upon withdrawal and distribution of amounts in a
Member's accounts, therefore a Member should seek tax advice prior to 
requesting a withdrawal or distribution.

5.   Realized Gain (Loss) on Investments

The realized gain (loss) on investments for the years ended December 31, 1994 
and 1995 were computed as follows:
<TABLE>
   <S>            <C>          <C>         <C>        <C>           <C>  
                                 Company    PanEnergy  Growth Equity  Balanced
                      Total     Stock Fund  Stock Fund     Fund         Fund   
   
   1994
   Total proceeds  $5,934,702   $2,018,972  $678,758   $1,477,679   $1,759,293
   Total costs      6,137,177    2,023,226   765,154    1,526,472    1,822,325 
   Net realized
    loss             (202,475)      (4,254)  (86,396)     (48,793)     (63,032)

   1995
   Total proceeds   9,627,164    7,587,169   589,542      637,832      812,621
   Total costs      8,201,171    6,380,374   548,556      539,283      732,958
   Net realized
    gain           $1,425,993  $1,206,795   $ 40,986   $   98,549   $   79,663
  
</TABLE>
  



                                       -11-
 





















<PAGE>
                              ANADARKO EMPLOYEE SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>
6.   Unrealized Appreciation (Depreciation) of Investments

A reconciliation of unrealized appreciation (depreciation) of investments at 
the beginning and end of 1994 and 1995 and the changes therein are as follows:

<S>                      <C>           <C>          <C>           <C>          <C>               
                                          Company    PanEnergy    Growth Equity  Balanced
                              Total      Stock Fund  Stock Fund        Fund        Fund  

Appreciation (depreciation)
  at January 1, 1994       $13,223,617  $12,781,438   $   660,979   $(174,047)  $(44,753)    

Sales and purchases
  during 1994                 (922,357)    (839,940)     (142,745)     53,726      6,602
Depreciation of securities 
  during 1994               (8,165,596)  (6,922,403)     (466,350)   (578,557)   (198,286)

Appreciation (depreciation)
  at December 31, 1994       4,135,664    5,019,095        51,884    (698,878)   (236,437)

Sales and purchases
 during 1995                  (525,422)    (674,537)      (10,687)    104,947      54,855

Appreciation (depreciation) 
 of securities during 1995  16,262,540   15,001,656       751,791    (133,906)    642,999  
Appreciation (depreciation)
  at December 31, 1995     $19,872,782  $19,346,214   $   792,988   $(727,837)   $461,417

                                                    -12-
</TABLE>
<PAGE>
<PAGE> 
                  INDEPENDENT AUDITORS' REPORT



The Administrative Committee
Anadarko Employee Savings Plan:

We have audited the accompanying statements of net assets available for
benefits (with fund information) and the related supplemental schedules, of the
Anadarko Employee Savings Plan (the Plan), as of December 31, 1995 and 1994
and the related statements of changes in net assets available for benefits
(with fund information), for each of the years in the two-year period ended
December 31, 1995.  These financial statements are the responsibility of the
Plan's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits (with fund 
information) of the Plan as of December 31, 1995 and 1994 and the changes in
net assets available for benefits (with fund information) for each of the 
years in the two-year period ended December 31, 1995, in conformity with 
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 as amended.  The
supplemental schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

[KPMG Peat Marwick LLP]

                          

Houston, Texas
June 26, 1996 

                                     -13-
<PAGE>
<PAGE>
                                                            Schedule I


                    ANADARKO EMPLOYEE SAVINGS PLAN
      Item 27a - Schedule of Assets Held for Investment Purposes
                           December 31, 1995

       
                                      Shares/Par       Fair
Description                             Value          Cost         Value   


Common Stock:
 Anadarko Petroleum Corporation*       1,020,689    $35,898,579  $55,244,793
 PanEnergy Corp                           94,827      1,850,315    2,643,303
                                                     37,748,894   57,888,096
Mutual Funds:
 Twentieth Century Growth                280,594      6,168,549    5,440,712
 Putnam George A                         368,153      5,244,957    5,706,374 
                                                     11,413,506   11,147,086

Money Market - Nations Prime Fund     11,335,366     11,335,366   11,335,366

Participant Loans 
 (6% to 10% interest rates)                  ---      3,353,721    3,353,721

                                                    $63,851,487  $83,724,269

*Party-in-interest 


























                                  S-1
<PAGE>
<PAGE>
                                                              Schedue IV
<TABLE>
                                 ANADARKO EMPLOYEE SAVINGS PLAN
                         Item 27d - Schedule of Reportable Transactions
                               For the Year Ended December 31, 1995


<CAPTION>
                           Number of      Price/    Expenses   Historical    Revalued    Realized
Description              Transactions    Proceeds   Incurred      Cost         Cost      Gain/Loss
<S>                         <C>       <C>          <C>      <C>           <C>          <C> 
Purchases:
 Common Stock
   Anadarko Petroleum
     Corporation*             29       $ 5,146,547  $7,946   $       ---   $       ---  $      ---
 Money Market - Nations Prime
     Fund                    167       $15,188,225  $  ---   $       ---   $       ---  $      ---

Sales:
 Common Stock
   Anadarko Petroleum
     Corporation*             20       $ 6,382,816  $8,892   $ 4,518,322   $ 5,023,583  $1,359,233
 Money Market - Nations Prime
     Fund                    144       $11,747,238  $  ---   $11,747,238   $11,747,238  $      ---



"Reportable transactions" represent a single or series of related transactions 
that exceeds 5% of the fair market value of Plan assets at the beginning of 
the year.


*Party-in-interest

</TABLE>
                                               S-2
<PAGE>
<PAGE>
                                                             Exhibit



                    INDEPENDENT AUDITORS' CONSENT





The Administrative Committee
Anadarko Employee Savings Plan:


We consent to incorporation by reference in the Registration Statement (File
No. 33-8643) on Form S-8 and S-3 of Anadarko Petroleum Corporation of our 
report dated June 26, 1996, relating to the statements of net assets 
available for benefits (with fund information) including the related 
supplemental schedules, of the Anadarko Employee Savings Plan as of 
December 31, 1995 and 1994 and the related statements of changes in net 
assets available for benefits (with fund information), for each of the years
in the two-year period ended December 31, 1995, which report appears in the 
December 31, 1995 Annual Report on Form 11-K of the Anadarko Employee Savings
Plan.

[KPMG Peat Marwick LLP]



Houston, Texas
June 26, 1996



























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