<PAGE>
<PAGE>

As filed with the Securities and Exchange Commission on May 12, 1999
                               Registration No. 333-
                            United States
                 SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                              FORM S-8
                     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                         (I.R.S. Employer
 of incorporation or                           Identification No.)
   organization)
          
                     17001 Northchase Drive
                   Houston, Texas 77060-2141
                        (281) 875-1101
            (Address of principal executive offices)
          
                  1999 STOCK INCENTIVE PLAN
                   (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          Shares          Proposed        Proposed     Amount of
 Securities to be      to be           Maximum         Maximum    Registration  
    Registered      Registered (1)  Offering Price    Aggregate       Fee
                                    per Share (2)   Offering Price       
Common Stock, par
 value $0.10 per   
 share, and Rights   4,000,000         $38.9375      $155,750,000    $43,299
 attached thereto   
(1)   Plus an indeterminate number of additional shares which may be offered
      and issued to prevent dilution resulting from stock splits, stock 
      dividends or similar transactions.
(2)   Estimated pursuant to Rule 457(c) and (h) under the Securities Act  of
      1933, as amended, solely for the purpose of computing the registration
      fee, based upon the closing price of the securities being registered 
      hereby on the NYSE on May 7, 1999.
                    ________________________
                          Page 1 of 9 Pages
                   Exhibit Index appears on Page 6
<PAGE>
<PAGE>                                  
                               PART II
                                  
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference

  The  SEC  allows  the  Company  to incorporate  by  reference  the
information   the   Company   has  previously   filed   with   them.
Incorporation  by  reference means that  the  Company  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 the  Company  files
with   the   SEC  will  automatically  update  and  supersede   this
information.   The Company incorporates by reference  the  documents
listed  below  and future filings made with the SEC  under  Sections
13(a),  13 (c), 14 or 15(d) of the Securities Exchange Act  of  1934
until all of the common stock covered by this Prospectus is issued.

  Registration  Statement on Form 8-A, filed on September  4,  1986,
  for registration of common stock.
  
  Annual Report on Form 10-K for the fiscal year ended December  31,
1998.

  Form 8-K filed on April 30, 1999.

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)  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.   The   Company's  restated  certificate  of  incorporation
eliminates  the  liability  of  directors  to  the  fullest   extent
permitted by Delaware law.
<PAGE>
<PAGE>
  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.   The  Company'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,  the Company has purchased and maintains  directors'
and officers' liability insurance.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  Exhibits

         Exhibit
         Number                       Exhibit

         4(a)    Restated Certificate of Incorporation of the Company.
                 (Originally filed as Exhibit 19(a)(i) to the Form 10-Q
                 for quarter ended September 30, 1986, File No. 1-8968).
         4(b)    By-laws of the Company.  (Originally filed as
                 Exhibit 3 (b) to the Form 10-Q for quarter ended June
                 30, 1996, File No. 1-8968).
         4(c)    1999 Stock Incentive Plan (Originally filed as an
                 Exhibit to the definitive 14A Proxy Statement, filed
                 March 11, 1999, File No. 1-8968).
         5       Opinion of Counsel regarding legality of securities
                 being registered.*
         23(a)   Consent of Counsel to the Company (included in Exhibit 5).
         23(b)   Consent of KPMG LLP.*
         24      Powers of Attorney (included on the signature page of
                 this registration statement).*
   
    *   Filed herewith
<PAGE>
<PAGE>
Item 9.  Undertakings

 (a)  The Company 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 of 1933;
     
     (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;
     
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  do  not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with  or furnished to the SEC by the Company pursuant to Section  13
or  Section 15(d) of the 1934 Act that are incorporated by reference
into this Registration Statement;

    (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
amendment any 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  of
1933, each filing of the Company's Annual Report pursuant to Section
13(a)  or Section 15(d) of the 1934 Act (and where applicable,  each
filing  of  an  employee benefit plan's annual  report  pursuant  to
Section 15(d) of the 1934 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.
<PAGE>
<PAGE>
   (b)                   Insofar  as indemnification for liabilities
arising  under  the  Securities Act of  1933  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 of 1933 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  of  1933  and  will  be  governed  by   the   final
adjudication of such issue.

                             SIGNATURES
                                  
  Pursuant to the  requirements of the  Securities Act of 1933,  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 12th day of May 1999.

                              ANADARKO PETROLEUM CORPORATION

                              By:  ROBERT J. ALLISON, JR. *
                              Robert J. Allison, Jr.
                              Chairman   of  the  Board  and   Chief
                              Executive Officer
  
  Pursuant  to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following  persons  in
the capacities indicated on the 12th day of May, 1999.
  
              Signatures               Title
  
(i)  Principal executive officer:*

     ROBERT J. ALLISION, JR.    Chairman of the Board and
     Robert J. Allison, Jr.     Chief Executive Officer
     
(ii) Principal financial officer:*

     MICHAEL E. ROSE            Senior Vice President, Finance and
     Michael E. Rose            Chief Financial Officer
     
(iii)     Principal accounting officer:*

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

     
(iv) Directors:*

     ROBERT J. ALLISON, JR.
     Robert J. Allison, Jr.
     
     CONRAD P. ALBERT
     Conrad P. Albert
     
     LARRY BARCUS
     Larry Barcus
     
     RONALD BROWN
     Ronald Brown
     
     JAMES L. BRYAN
     James L. Bryan
     
     JOHN R. BUTLER, JR.
     John R. Butler, Jr.
     
     JOHN R. GORDON
     John R. Gordon
     
     JOHN N. SEITZ
     John N. Seitz
     
*Signed on behalf of the Company and each of these persons:
By:  SUZANNE SUTER
     (Suzanne Suter, Attorney-in-Fact)
<PAGE>
<PAGE>
                            EXHIBIT INDEX
                                  

    4(a)    Restated Certificate of Incorporation of the Company.
            (Originally filed as Exhibit 19(a)(i) to the Form 10-Q
            for quarter ended September 30, 1986, File No. 1-8968).
    4(b)    By-laws of the Company.  (Originally filed as Exhibit
            3 (b) to the Form 10-Q for quarter ended June 30,
            1996, File No. 1-8968).
    4(c)    1998 Stock Incentive Plan (Originally filed as an
            Exhibit to the definitive 14A Proxy Statement, filed
            March 11, 1999, File No. 1-8968).
       5    Opinion of Counsel regarding legality of securities
            being registered.*
   23(a)    Consent of Counsel to the Company (included in Exhibit 5).
   23(b)    Consent of KPMG LLP.*
      24    Powers of Attorney (included on the signature page of
            this registration statement).*
   
    *   Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14179}]
{"company-data": {"conformed-name": "ANADARKO PETROLEUM CORP", "cik": "0000773910", "assigned-sic": "1311", "irs-number": "760146568", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78303", "film-number": "99618610"}, "business-address": {"street1": "17001 NORTHCHASE DR", "city": "HOUSTON", "state": "TX", "zip": "77060-2141", "phone": "2818751101"}, "mail-address": {"street1": "P O BOX 1330", "street2": "P O BOX 1330", "city": "HOUSTON", "state": "TX", "zip": "77251-1330"}}
As filed with the Securities and Exchange Commission on May 12, 1999
                               Registration No. 333-
                            United States
                 SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                              FORM S-8
                     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                         (I.R.S. Employer
 of incorporation or                           Identification No.)
   organization)
          
                     17001 Northchase Drive
                   Houston, Texas 77060-2141
                        (281) 875-1101
            (Address of principal executive offices)
          
                  1999 STOCK INCENTIVE PLAN
                   (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          Shares          Proposed        Proposed     Amount of
 Securities to be      to be           Maximum         Maximum    Registration  
    Registered      Registered (1)  Offering Price    Aggregate       Fee
                                    per Share (2)   Offering Price       
Common Stock, par
 value $0.10 per   
 share, and Rights   4,000,000         $38.9375      $155,750,000    $43,299
 attached thereto   
(1)   Plus an indeterminate number of additional shares which may be offered
      and issued to prevent dilution resulting from stock splits, stock 
      dividends or similar transactions.
(2)   Estimated pursuant to Rule 457(c) and (h) under the Securities Act  of
      1933, as amended, solely for the purpose of computing the registration
      fee, based upon the closing price of the securities being registered 
      hereby on the NYSE on May 7, 1999.
                    ________________________
                          Page 1 of 9 Pages
                   Exhibit Index appears on Page 6
PART II
                                  
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference

  The  SEC  allows  the  Company  to incorporate  by  reference  the
information   the   Company   has  previously   filed   with   them.
Incorporation  by  reference means that  the  Company  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 the  Company  files
with   the   SEC  will  automatically  update  and  supersede   this
information.   The Company incorporates by reference  the  documents
listed  below  and future filings made with the SEC  under  Sections
13(a),  13 (c), 14 or 15(d) of the Securities Exchange Act  of  1934
until all of the common stock covered by this Prospectus is issued.

  Registration  Statement on Form 8-A, filed on September  4,  1986,
  for registration of common stock.
  
  Annual Report on Form 10-K for the fiscal year ended December  31,
1998.

  Form 8-K filed on April 30, 1999.

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)  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.   The   Company'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.   The  Company'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,  the Company has purchased and maintains  directors'
and officers' liability insurance.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  Exhibits

         Exhibit
         Number                       Exhibit

         4(a)    Restated Certificate of Incorporation of the Company.
                 (Originally filed as Exhibit 19(a)(i) to the Form 10-Q
                 for quarter ended September 30, 1986, File No. 1-8968).
         4(b)    By-laws of the Company.  (Originally filed as
                 Exhibit 3 (b) to the Form 10-Q for quarter ended June
                 30, 1996, File No. 1-8968).
         4(c)    1999 Stock Incentive Plan (Originally filed as an
                 Exhibit to the definitive 14A Proxy Statement, filed
                 March 11, 1999, File No. 1-8968).
         5       Opinion of Counsel regarding legality of securities
                 being registered.*
         23(a)   Consent of Counsel to the Company (included in Exhibit 5).
         23(b)   Consent of KPMG LLP.*
         24      Powers of Attorney (included on the signature page of
                 this registration statement).*
   
    *   Filed herewith
Item 9.  Undertakings

 (a)  The Company 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 of 1933;
     
     (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;
     
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  do  not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with  or furnished to the SEC by the Company pursuant to Section  13
or  Section 15(d) of the 1934 Act that are incorporated by reference
into this Registration Statement;

    (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
amendment any 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  of
1933, each filing of the Company's Annual Report pursuant to Section
13(a)  or Section 15(d) of the 1934 Act (and where applicable,  each
filing  of  an  employee benefit plan's annual  report  pursuant  to
Section 15(d) of the 1934 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 of  1933  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 of 1933 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  of  1933  and  will  be  governed  by   the   final
adjudication of such issue.

                             SIGNATURES
                                  
  Pursuant to the  requirements of the  Securities Act of 1933,  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 12th day of May 1999.

                              ANADARKO PETROLEUM CORPORATION

                              By:  ROBERT J. ALLISON, JR. *
                              Robert J. Allison, Jr.
                              Chairman   of  the  Board  and   Chief
                              Executive Officer
  
  Pursuant  to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following  persons  in
the capacities indicated on the 12th day of May, 1999.
  
              Signatures               Title
  
(i)  Principal executive officer:*

     ROBERT J. ALLISION, JR.    Chairman of the Board and
     Robert J. Allison, Jr.     Chief Executive Officer
     
(ii) Principal financial officer:*

     MICHAEL E. ROSE            Senior Vice President, Finance and
     Michael E. Rose            Chief Financial Officer
     
(iii)     Principal accounting officer:*

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

     
(iv) Directors:*

     ROBERT J. ALLISON, JR.
     Robert J. Allison, Jr.
     
     CONRAD P. ALBERT
     Conrad P. Albert
     
     LARRY BARCUS
     Larry Barcus
     
     RONALD BROWN
     Ronald Brown
     
     JAMES L. BRYAN
     James L. Bryan
     
     JOHN R. BUTLER, JR.
     John R. Butler, Jr.
     
     JOHN R. GORDON
     John R. Gordon
     
     JOHN N. SEITZ
     John N. Seitz
     
*Signed on behalf of the Company and each of these persons:
By:  SUZANNE SUTER
     (Suzanne Suter, Attorney-in-Fact)
EXHIBIT INDEX
                                  

    4(a)    Restated Certificate of Incorporation of the Company.
            (Originally filed as Exhibit 19(a)(i) to the Form 10-Q
            for quarter ended September 30, 1986, File No. 1-8968).
    4(b)    By-laws of the Company.  (Originally filed as Exhibit
            3 (b) to the Form 10-Q for quarter ended June 30,
            1996, File No. 1-8968).
    4(c)    1998 Stock Incentive Plan (Originally filed as an
            Exhibit to the definitive 14A Proxy Statement, filed
            March 11, 1999, File No. 1-8968).
       5    Opinion of Counsel regarding legality of securities
            being registered.*
   23(a)    Consent of Counsel to the Company (included in Exhibit 5).
   23(b)    Consent of KPMG LLP.*
      24    Powers of Attorney (included on the signature page of
            this registration statement).*
   
    *   Filed herewith