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

Pursuant to Rule 13a of the Rules and Regulations under the Securities Exchange Act of 1934, following is an amended quarterly report on Form 10-Q/A of Anadarko Petroleum Corporation for the quarter ended September 30, 2001. The amended quarterly report corrects financial results for the third quarter 2001 because of an error in calculating an impairment of the book value of U.S. oil and gas properties. The error arose out of using incorrect figures for both the tax basis and deferred taxes on U.S. properties acquired in the merger with Union Pacific Resources for purposes of determining the impairment. It was found when preparing year-end reports as the Company reconciled a quarterly ceiling test against its tax returns.

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

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

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

General     Anadarko Petroleum Corporation is engaged in the exploration, development, production and marketing of natural gas, crude oil, condensate and natural gas liquids (NGLs). The terms "Anadarko" and "Company" refer to Anadarko Petroleum Corporation and its subsidiaries. The principal subsidiaries of Anadarko are: RME Petroleum Company; Anadarko Canada Corporation; and, Anadarko Algeria Company LLC. Certain amounts for the prior year have been reclassified to conform to the current presentation.

Change in Accounting Principles     In 2001, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended, which provides guidance for accounting for derivative instruments and hedging activities. The change was effective January 2001 and the related adjustment to net income was a decrease of $8 million ($5 million after taxes, or $0.02 per share) and the adjustment to accumulated other comprehensive income was a decrease of $8 million ($5 million after taxes).

During 2000, the Company changed its method of accounting for the carrying value of foreign crude oil inventories from market to cost. This change was made as a result of a change in position on the carrying value of inventories communicated by the Securities and Exchange Commission (SEC). The change was effective January 2000 and the related adjustment to foreign crude oil inventories was a decrease of $19 million ($17 million after taxes, or $0.10 per share). The three and nine months ended September 30, 2000 results have been restated to reflect this accounting change.

Derivative Financial Instruments     In 2001, derivative financial instruments utilized to manage or reduce commodity price risk related to the Company's equity production are accounted for under the provisions of SFAS No. 133. Under this statement, all derivatives are carried on the balance sheet at fair value. Realized gains/losses and option premiums are recognized in the statement of income when the underlying physical gas and oil production is sold. Accordingly, realized derivative gains/losses are generally offset by similar changes in the realized prices of the underlying physical gas and oil production. Realized derivative gains/losses are reflected in the average sales price of the physical gas and oil production.

Accounting for unrealized gains/losses is dependent on whether the derivative financial instruments have been designated and qualify as part of a hedging relationship. Derivative financial instruments may be designated as a hedge of exposure to changes in fair values, cash flows, or foreign currencies, if certain conditions are met. If the hedged exposure is a fair value exposure, the gains/losses on the derivative financial instrument, as well as the offsetting losses/gains on the hedged item, are recognized currently in earnings. Consequently, if gains/losses on the derivative financial instrument and the related hedge item do not completely offset, the difference (i.e., ineffective portion of the hedge) is recognized currently in earnings. If the hedged exposure is a cash flow exposure, the effective portion of the gains/losses on the derivative financial instrument is reported as a component of accumulated other comprehensive income and reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gains/losses from the derivative financial instrument, if any, as well as any amounts excluded from the assessment of the cash flow hedges' effectiveness are recognized currently in other (income) expense. Effective July 2001, the Company implemented Derivatives Implementation Group (DIG) Issue G20, "Cash Flow Hedges: Assessing and Measuring the Effectiveness of a Purchased Option Used in a Cash Flow Hedge", which provides guidance for assessing the effectiveness on total changes in an option's cash flows rather than only on changes in the option's intrinsic value. Implementation of this DIG issue will reduce earnings volatility since it allows the Company to account for changes in the time value of its purchased options and costless collars as effective when hedging forecasted cash flows. Time value changes were previously being recognized in current earnings since the Company excluded time value changes from its assessment of hedge effectiveness. If the hedged exposure is a foreign currency exposure, the accounting is similar to the accounting for fair value and cash flow hedges. Unrealized gains/losses on derivative financial instruments that do not meet the conditions to qualify for hedge accounting are recognized currently in earnings.

Derivative financial instruments utilized in the Company's energy trading activities and in the management of price risk associated with the Company's firm transportation keep-whole commitment are accounted for under the mark-to-market accounting method pursuant to Emerging Issues Task Force Issue 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities". Under this method, the derivatives are revalued in each accounting period and premium receipts/payments and unrealized gains/losses are recorded in the statement of income and carried as assets or liabilities on the balance sheet.

Realized gains and losses resulting from the Company's interest rate swap agreements are included in interest expense on a current basis. The swap agreements effectively convert a portion of the Company's fixed interest rate debt to variable interest rate debt. The Company's interest rate swap agreements in place at December 31, 2000 do not qualify for hedge accounting. Therefore, unrealized gains/losses are recognized currently in earnings and are reflected in other (income) expense. At September 30, 2001, the Company did not have any outstanding interest rate swaps.

New Accounting Principles     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated or completed after June 2001. SFAS No. 141 also specifies criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. The adoption of SFAS No. 141 as of July 2001 had no impact on the Company's financial statements.

SFAS No. 142 requires that goodwill no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. Any goodwill and any intangible asset determined to have an indefinite useful life that are acquired in a purchase business combination completed after June 2001 will not be amortized, but will be evaluated for impairment in accordance with the appropriate existing accounting literature. Goodwill and intangible assets acquired in business combinations completed before July 2001 will continue to be amortized prior to the adoption of SFAS No. 142. Implementation of SFAS No. 142 is required as of January 2002. Because of the extensive effort needed to comply with adopting SFAS No. 142, the impact of adoption on the Company's financial statements has not been determined, including whether any transitional impairment losses will be required to be recognized as the effect of a change in accounting principle. As of January 2002, the Company expects to have unamortized goodwill in the amount of $1.4 billion, which will be subject to the transition provisions of SFAS No. 142. Amortization expense related to goodwill was $57 million and $31 million for the nine months ended September 30, 2001 and the year ended December 31, 2000, respectively.

SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset and will be effective for the Company in January 2003. The Company is evaluating the impact of SFAS No. 143.

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" was issued addressing financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and broadens the presentation of discontinued operations to include more disposal transactions. Implementation will be effective for the Company in January 2002. The Company is evaluating the impact of SFAS No. 144.

2.  Restatement of Financial Statements      The accompanying financial statements include a correction of financial results for the third quarter 2001 because of an error in calculating an impairment of the book value of U.S. oil and gas properties. The error arose out of using incorrect figures for both the tax basis and deferred taxes on U.S. properties acquired in the merger with Union Pacific Resources for purposes of determining the impairment. It was found when preparing year-end reports as the Company reconciled a quarterly ceiling test against its tax returns.

The restated financial statements include an additional non-cash, pre-tax write-down of $1.7 billion ($1.1 billion after-taxes, or $4.33 per share, diluted). When combined with Anadarko's previous ceiling test charge for the third quarter 2001 for oil and gas properties in Canada and Argentina, the total third quarter ceiling test charge is $2.5 billion ($1.6 billion after-taxes, or $6.26 per share, diluted). The third-quarter write-downs were caused by low oil and gas prices in U.S. and Canadian markets on September 30, 2001.

The significant effects of the restatement on the accompanying financial statements from amounts previously reported are summarized as follows:

3.  Merger and Acquisitions     On July 14, 2000, the Company merged with Union Pacific Resources Group Inc., subsequently renamed RME Holding Company (RME). Each share of common stock of RME issued and outstanding was converted into 0.455 shares of Anadarko common stock. The merger was treated as a tax-free reorganization and

accounted for as a purchase business combination under generally accepted accounting principles. Under this method of accounting, the Company's historical operating results for periods prior to the merger are the same as Anadarko's historical operating results. At the date of the merger, the assets and liabilities of Anadarko remain based upon their historical costs and the assets and liabilities of RME were recorded at their estimated fair market values. As of September 30, 2001 a total purchase price of $4.3 billion had been allocated to assets and liabilities.

Merger costs of $9 million and $33 million for the three and nine months ended September 30, 2001, respectively, were expensed related to the RME merger. For the three and nine months ended September 30, 2000, merger costs of $64 million were expensed related to the RME merger. These merger costs relate primarily to the issuance of stock for retention of employees, deferred compensation, transition, integration, hiring and relocation costs, vesting of restricted stock and stock options and retention bonuses.

The pro forma results for 2000 are a result of combining the three and nine months income statements of Anadarko with the three and nine months income statements of RME adjusted for 1) certain costs that RME had expensed under the successful efforts method of accounting that are capitalized under the full cost method of accounting; 2) depreciation, depletion and amortization (DD&A) expense of RME calculated in accordance with the full cost method of accounting applied to the adjusted basis of the properties acquired using the purchase method of accounting; 3) decreases to interest expense for the capitalization of interest on significant investments in unevaluated properties and major development projects and partly offset by the revaluation of RME debt under the purchase method of accounting, including the elimination of historical debt issuance amortization costs; 4) issuance of Anadarko common stock and stock options pursuant to the merger agreement; and 5) the related income tax effects of these adjustments based on the applicable statutory tax rates. It should be noted that the pro forma results do not include any merger expenses.

The following table presents the unaudited pro forma results of the Company as though the merger had occurred on January 1, 2000. Pro forma results are not necessarily indicative of actual results.

On March 16, 2001, Anadarko acquired Canadian based Berkley Petroleum Corp. (Berkley) for C$11.40 per share for an aggregate equity value of US$779 million plus the assumption of US$236 million of debt. Merger costs of $3 million were expensed for the nine months ended September 30, 2001 related to the Berkley acquisition.

4.  Inventories     The major classes of inventories, which are included in other current assets, are as follows:

5.  Properties and Equipment     Oil and gas properties include costs of $3.6 billion and $2.9 billion at September 30, 2001 and December 31, 2000, respectively, which were excluded from capitalized costs being amortized. These amounts represent costs associated with unevaluated properties and major development projects.

The Company limits, on a country-by-country basis, the capitalized costs of proved oil and gas properties, net of accumulated DD&A and deferred income taxes, to the estimated future net cash flows from proved oil and gas reserves generally based on period end prices discounted at 10%, net of related tax effects, plus the cost of unevaluated properties and major development projects excluded from the costs being amortized. If capitalized costs exceed this limit, the excess is charged to expense.

As a result of low natural gas and oil prices at September 30, 2001, Anadarko's capitalized costs of oil and gas properties in the United States, Canada and Argentina exceeded the ceiling limitation and the Company recorded a $2.5 billion ($1.6 billion after taxes) non-cash write-down in the third quarter of 2001. The pre-tax write-down is reflected as additional accumulated DD&A in the accompanying balance sheet.

Under the full cost method of accounting, a non-cash charge to earnings related to the carrying value of the Company's oil and gas properties on a country-by-country basis may be required when prices are low. Whether the Company will be required to take such a charge depends on the prices for crude oil and natural gas at the end of any quarter, as well as the effect of both capital expenditures and changes to proved reserves during that quarter.

6.  Debt     A summary of debt follows:

At September 30, 2001, $859 million of notes, debentures and securities mature or may be put to Anadarko within the next twelve months. In accordance with SFAS No. 6, "Classification of Short-term Obligations Expected to be Refinanced", $750 million of this amount is classified as long-term debt, under the terms of Anadarko's Bank Credit Agreements. The remaining $109 million is classified as short-term debt. At December 31, 2000, notes payable to banks were classified as long-term debt in accordance with SFAS No. 6, under the terms of Anadarko's Bank Credit Agreements.

In February 2001, Anadarko, Anadarko Capital Trust I, Anadarko Capital Trust II and Anadarko Capital Trust III filed a shelf registration statement with the SEC that permits the issuance of up to $1 billion in debt securities, preferred stock, depositary shares, common stock, warrants, purchase price adjustments and purchase units. In addition, the Trusts may issue preferred securities. Net proceeds, terms and pricing of the offerings of securities issued under the shelf registration statement will be determined at the time of the offerings.

In March 2001, Anadarko issued $650 million of ZYP-CODES due 2021 to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. The debt securities were priced with a zero coupon, zero yield to maturity and a conversion premium of 38%. The proceeds from the debt securities were used initially to finance costs associated with the acquisition of Berkley. Holders of the ZYP-CODES may require Anadarko to purchase all or a portion of their ZYP-CODES on March 13th of 2002, 2004, 2006, 2011, or 2016, at $1,000 per ZYP-CODES. Anadarko will pay the purchase price in cash, except that with respect to the ZYP-CODES that may be put to Anadarko for purchase on March 13, 2002, Anadarko may choose to pay the purchase price for those ZYP-CODES in cash, common stock or a combination of cash and common stock.

In April 2001, Anadarko Finance Company, a wholly owned finance subsidiary of Anadarko, issued $1.3 billion in notes as part of the Company's financial restructuring plan following the Berkley acquisition. This issuance was made up of $400 million of 6 3/4% Notes due 2011 and $900 million of 7 1/2% Notes due 2031. In May 2001, Anadarko Finance Company issued an additional $550 million of 6 3/4% Notes due 2011, bringing the 6 3/4% Notes to an aggregate total of $950 million. The notes are fully and unconditionally guaranteed by Anadarko. The notes were issued as part of an exchange of securities for other Anadarko debt and preferred stock. The intercompany debt resulting from these transactions is of a long-term investment nature; therefore, foreign currency translation gains and losses are recorded as a component of accumulated other comprehensive income.

In October 2001, the Company entered into a Revolving Credit Agreement and a 364-Day Revolving Credit Agreement. Each agreement provides for $225 million principal amount and expires in 2004 and 2002, respectively. In October 2001, Anadarko Canada Corporation, a wholly owned subsidiary of Anadarko, entered into a 364-Day Canadian Credit Agreement. The agreement provides for US$300 million principal amount and expires in 2002. The agreement is fully and unconditionally guaranteed by Anadarko.

7.  Financial Instruments     The Company is exposed to price risk from changing commodity prices. Management believes it is prudent to minimize the variability in cash flows on a portion of its production. To meet this objective, the Company enters into various types of commodity derivative financial instruments to manage fluctuations in cash flows resulting from changing commodity prices. These instruments may include futures, swaps and options.

Anadarko also enters into commodity derivative financial instruments (options, futures and swaps) for trading purposes with the objective of generating profits on or from exposure to shifts or changes in the market price of natural gas and crude oil. Commodity derivative financial instruments also provide methods to meet customers' pricing requirements while achieving a price structure consistent with the Company's overall pricing strategy. In addition, the Company had swap agreements in place to lock in mark-to-market gains of its firm transportation keep-whole commitment with Duke Energy Field Services, Inc.

Cash Flow Hedges     At September 30, 2001, the Company had option and swap contracts in place to fix floor and/or ceiling prices on a portion of expected future sales of equity gas and oil production. The Company has option contracts to hedge its exposure to the variability in future cash flows associated with sales of equity oil production that extend through December 2002 and associated with sales of gas production that extend through December 2005. Swap agreements to hedge the Company's exposure to the variability in future cash flows associated with sales of equity oil production extend through December 2002. Other income for the three and nine months ended September 30, 2001, includes $1 million net losses and $26 million net gains, respectively, primarily due to the change in the time value of the option contracts that was excluded from the assessment of hedge effectiveness. Approximately $20 million of net gains in the accumulated other comprehensive income balance as of September 30, 2001 is expected to be reclassified into gas and oil sales during the remainder of 2001.

Fair Value Hedge     The Company also had a swap agreement in place to convert a gas contract from a fixed price to a market sensitive price. Operating income for the three months ended September 30, 2001 includes $1 million of net gains. This amount represents the ineffective portion of this swap agreement.

Interest Rate Swaps     In 1999, Anadarko entered into a 29.5 year swap agreement with a notional value of $200 million whereby the Company received a fixed interest rate and paid a floating interest rate indexed to the 3-month London Interbank Offered Rate (LIBOR). The swap agreement was cancelled in March 2001 at no cost to the Company. During 1996, Anadarko entered into a 10-year swap agreement with a notional value of $100 million whereby the Company received a fixed interest rate and paid a floating interest rate indexed to the 3-month LIBOR. This agreement was terminated in April 2001 at no cost to the Company. These agreements were entered into to offset a portion of the effect of the Company's fixed rate long-term debt.

9.  Common Stock     Under the most restrictive provisions of the Company's credit agreements, retained earnings were not restricted as to the payment of dividends at September 30, 2001 and December 31, 2000.

In October 2001, the Board of Directors of Anadarko increased the quarterly dividend on the Company's common stock. An increase from 5 cents to 7.5 cents per share was declared and is payable in the fourth quarter of 2001.

The Company's basic earnings per share (EPS) amounts have been computed based on the average number of common shares outstanding. Diluted EPS amounts include the effect of the Company's outstanding stock options under the treasury stock method and the net effect of the assumed conversion of the convertible debentures and ZYP-CODES.

The reconciliation between basic and diluted EPS is as follows: