<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 of                        (I.R.S. Employer
  incorporation or organization)                   Identification No.)
                                                      
          
                    17001 Northchase Drive
                   Houston, Texas 77060-2141
                         (281) 875-1101
           (Address of principal executive offices)
          
                   1998 DIRECTOR STOCK 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
   Securities to be        to be         Maximum        Maximum        of
      Registered        Registered (1)   Offering      Aggregate  Registration
                                         Price         Offering       Fee
                                         per Share(2)  Price      
Common Stock, par                                           
  value $0.10 per         800,000        $38.9375      $31,150,000   $8,660
  share, and Rights                           
  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.

  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)    1998 Director Stock Plan (Originally filed as an
           Exhibit to the definitive 14A Proxy Statement, filed
           March 16, 1998, 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 Director Stock Plan (Originally filed as an
           Exhibit to the definitive 14A Proxy Statement, filed
           March 16, 1998, 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": 14270}]
{"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": "333-78301", "film-number": "99618609"}, "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 of                        (I.R.S. Employer
  incorporation or organization)                   Identification No.)
                                                      
          
                    17001 Northchase Drive
                   Houston, Texas 77060-2141
                         (281) 875-1101
           (Address of principal executive offices)
          
                   1998 DIRECTOR STOCK 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
   Securities to be        to be         Maximum        Maximum        of
      Registered        Registered (1)   Offering      Aggregate  Registration
                                         Price         Offering       Fee
                                         per Share(2)  Price      
Common Stock, par                                           
  value $0.10 per         800,000        $38.9375      $31,150,000   $8,660
  share, and Rights                           
  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)    1998 Director Stock Plan (Originally filed as an
           Exhibit to the definitive 14A Proxy Statement, filed
           March 16, 1998, 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 Director Stock Plan (Originally filed as an
           Exhibit to the definitive 14A Proxy Statement, filed
           March 16, 1998, 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