10-K/A

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 Year Ended December 31, 2000
Commission File No. 1-8968

ANADARKO PETROLEUM CORPORATION
17001 Northchase Drive, Houston, Texas   77060-2141
(281) 875-1101

Incorporated in the	Employer Identification
State of Delaware	No. 76-0146568

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

Common Stock, par value $0.10 per share
Preferred Stock Purchase Rights

The above Securities are listed on the New York Stock Exchange.

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. ____.

     The aggregate market value of the voting stock held by non-affiliates of the registrant on February 28, 2001 was $15,721,812,000.

     The number of shares outstanding of the Company's common stock as of February 28, 2001 is shown below:

Title of Class	Number of Shares Outstanding
Common Stock, par value $0.10 per share	250,430,434

Part of
Form 10-K	Documents Incorporated by Reference
Part II	Portions of the Anadarko Petroleum Corporation 2000 Annual Report to Stockholders.
Part III	Portions of the Proxy Statement, dated March 26, 2001, for the Annual Meeting of
	Stockholders of Anadarko Petroleum Corporation to be held April 26, 2001.

Anadarko Petroleum Corporation amends its Annual Report on Form 10-K for the year ended December 31, 2000 to include the following exhibits:

Part IV

Item 14. Exhibits and Reports on Form 8-K

Exhibit
Number		Description
23(b)	Consent of KPMG LLP
23(c)	Consent of Arthur Andersen LLP
99(b)	Anadarko Employee Savings Plan Form 11-K for the year ended December 31, 2000
99(c)	Union Pacific Resources Group Inc. Employees' Thrift Plan Form 11-K for the year ended    December 31, 2000

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 27, 2001	By:	/s/ Michael E. Rose
		(Michael E. Rose, Executive Vice President,
		Finance and Chief Financial Officer)

EX-23.B

Exhibit 23(b)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the following registration statements of Anadarko Petroleum Corporation of our report dated June 22, 2001, relating to the statements of net assets available for benefits including the related schedule of the Anadarko Employee Savings Plan and the Union Pacific Resources Group Inc. Employees' Thrift Plan as of December 31, 2000 and the related statements of changes in net assets available for benefits for the year ended December 31, 2000 which reports appear in the December 31, 2000 Annual Report on Form 11-K of the Anadarko Employee Savings Plan and the Annual Report on From 11-K of the Union Pacific Resources Group Inc. Employees' Thrift Plan filed under Form 10-K/A.

(a)	Forms S-8 and S-3, Anadarko Employee Savings Plan (No. 33-8643).
(b)	Forms S-8 and S-3, Anadarko Petroleum Corporation 1987 Stock Option Plan (No. 33-22134).
(c)	Forms S-8 and S-3, Anadarko Petroleum Corporation 1988 Stock Option Plan for Non-Employee Directors (No. 33-30384).
(d)	Form S-8, Anadarko Petroleum Corporation 1993 Stock Incentive Plan (No. 33-54485).
(e)	Form S-3, Anadarko Petroleum Corporation Dividend Reinvestment and Stock Purchase Plan (No. 333-65915 and No. 333-88147).
(f)	Form S-8, Anadarko Petroleum Corporation 1998 Director Stock Plan (333-78301).
(g)	Form S-8, Anadarko Petroleum Corporation 1999 Stock Incentive Plan (No. 333-78303).
(h)	Form S-3, Anadarko Petroleum Corporation Registration Statement for $1 billion of Debt Securities, Preferred Stock and Common Stock (No. 333-76127).
(i)	Form S-3, Anadarko Petroleum Corporation Registration Statement for $1 billion of Debt Securities, Preferred Stock and Common Stock (No. 333-55964).
(j)	Form S-8, Union Pacific Resources Group Inc. Employees' Thrift Plan (Amended and Restated) (No. 333-38108).
(k)	Form S-3, Anadarko Petroleum Corporation Registration Statement for Zero Yield Puttable Contingent Debt Securities and Common Stock Issuable Upon Conversion (No. 333-60496).

/s/ KPMG LLP
Houston, Texas
June 27, 2001

EX-23.C

Exhibit 23(c)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our report on the 1999 financial statements of the Union Pacific Resources Group Inc. Employees' Thrift Plan dated June 12, 2000, included in this Annual Report on Form 11-K filed under Form 10-K/A, into the Union Pacific Resources Group Inc.'s, previously filed registration statements No. 333-62181 on Form S-3 and No. 333-22613 and No. 333-35641 on Form S-8 and in the following previously filed registration statements of Anadarko Petroleum Corporation:

(a)	Forms S-8 and S-3, Anadarko Employee Savings Plan (No. 33-8643).
(b)	Forms S-8 and S-3, Anadarko Petroleum Corporation 1987 Stock Option Plan (No. 33-22134).
(c)	Forms S-8 and S-3, Anadarko Petroleum Corporation 1988 Stock Option Plan for Non-Employee Directors (No. 33-30384).
(d)	Form S-8, Anadarko Petroleum Corporation 1993 Stock Incentive Plan (No. 33-54485).
(e)	Form S-3, Anadarko Petroleum Corporation Dividend Reinvestment and Stock Purchase Plan (No. 333-65915 and No. 333-88147).
(f)	Form S-8, Anadarko Petroleum Corporation 1998 Director Stock Plan (333-78301).
(g)	Form S-8, Anadarko Petroleum Corporation 1999 Stock Incentive Plan (No. 333-78303).
(h)	Form S-3, Anadarko Petroleum Corporation Registration Statement for $1 billion of Debt Securities, Preferred Stock and Common Stock (No. 333-76127).
(i)	Form S-3, Anadarko Petroleum Corporation Registration Statement for $1 billion of Debt Securities, Preferred Stock and Common Stock (No. 333-55964).
(j)	Form S-8, Union Pacific Resources Group Inc. Employees' Thrift Plan (Amended and Restated) (No. 333-38108).
(k)	Form S-3, Anadarko Petroleum Corporation Registration Statement for Zero Yield Puttable Contingent Debt Securities and Common Stock Issuable Upon Conversion (No 333-60496).

/s/ ARTHUR ANDERSEN LLP
Fort Worth, Texas
June 27, 2001

EX-99.B

Exhibit 99(b)

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 Year Ended December 31, 2000

Commission File No. 1-8968

ANADARKO EMPLOYEE SAVINGS PLAN

ANADARKO PETROLEUM CORPORATION

17001 Northchase Drive

Houston, Texas 77060-2141

(281) 875-1101

ANADARKO EMPLOYEE SAVINGS PLAN

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

	FINANCIAL STATEMENTS
			Page
Statements of Net Assets Available for Benefits,    December 31, 2000 and 1999			1
Statement of Changes in Net Assets Available for Benefits,    Year Ended December 31, 2000			2
Notes to Financial Statements			3
Independent Auditors' Report			9
		SCHEDULE
Schedule H, Line 4I - Schedule of Assets (Held at End of Year)			S-1

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

ANADARKO EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31		2000			1999
	thousands
Assets
Investments, at fair value
Employer securities	$		262,941	$		101,218
Mutual funds			177,396			38,169
Money market investments			42,570			16,803
Participant loans receivable			6,458			4,229
			489,365			160,419
Receivables
Sale of securities			9,866			--
Other			14			11
			9,880			11
Total assets	$		499,245	$		160,430
Liabilities
Note payable	$		57,334	$		--
Other			6,500			--
Total liabilities	$		63,834	$		--
Net Assets Available For Benefits	$		435,411	$		160,430

See accompanying notes to financial statements.

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ANADARKO EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31		2000
	thousands
Additions
Investment income
Net appreciation in fair value of investments	$	85,069
Dividends		481
Interest earned		1,611
Interest income on participant loans receivable		368
Total investment income		87,529
Contributions
Employer - Anadarko Petroleum Corporation common stock		5,813
Participant		9,421
Total contributions		15,234
Transfer from former Union Pacific Resources Group Inc. Employees' Thrift Plan		181,981
Total additions		284,744
Deductions
Distributions to participants		9,757
Administrative expenses (fees and commissions)		6
Total deductions		9,763
Net increase in net assets available for benefits during the year		274,981
Net assets available for benefits at beginning of year		160,430
Net assets available for benefits at end of year	$	435,411

See accompanying notes to financial statements.

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ANADARKO EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

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

Use of Estimates    The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgements and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and the additions and deductions to net assets available for benefits. Actual results may differ from these estimates.

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. A setup fee and an annual maintenance fee for new loans, as well as a processing fee for withdrawals is deducted from the participants' accounts. In 2000, 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.

Realized gains and losses are based on the difference between fair values of the withdrawn securities at the trade date and the fair value at the beginning of the year. 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. Distributions to participants are recorded when paid.

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

New Accounting Principles   In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 requires that an entity recognize all derivatives and measure those instruments at fair value. The Plan is required to adopt SFAS No. 133, as amended, effective January 1, 2001. During 2000, the Plan did not use or hold derivative financial instruments and therefore there was no impact due to the implementation of SFAS No. 133 on January 1, 2001.

2.  Description of the Plan

Effective July 14, 2000, the Company merged with Union Pacific Resources Group Inc., subsequently renamed RME Holding Company (RME). As of the merger date, each share of common stock of RME issued and outstanding was converted into 0.455 shares of Anadarko common stock. In conjunction with the merger, the Company's Board of Directors approved the immediate vesting of Plan benefits for all persons employed with the Company on the merger date. Subsequently, effective December 31, 2000, the Union Pacific Resources Group Inc. Employees' Thrift Plan (UPR Thrift Plan) with a current value of net assets totaling $181,981,000 was merged into the Plan.

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ANADARKO EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

2.  Description of the Plan (continued)

Effective December 31, 2000, the Company added a leveraged employee stock ownership (ESOP) feature to the Plan (see Note 5). The ESOP is designed to comply with Section 4975(e)(7) of the Internal Revenue Code of 1986 (Code), as amended, and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974 (ERISA). Effective December 31, 2000, Employer contributions are invested in the ESOP.

The Plan was originally adopted by the Company's Board of Directors and approved by its sole stockholder on August 27, 1986. Effective December 31, 2000, the Plan was restated and amended for administrative changes and the adoption of the ESOP. The financial statements and accompanying notes relate to the Plan as in effect on December 31, 2000.

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 (Participants) 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 Participants 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 Code (see Note 8). All regular employees of the Company are eligible to participate in the Plan upon employment. Participation is voluntary. Directors and officers who are also employees of the Company may participate on the same basis as all other employees. Prior to January 1, 2001, Participants could contribute to the Plan up to 12% of their compensation, which includes base salary or wages, as well as overtime and incentive bonuses (excluding override payments, front-end bonuses and other special payments). The Plan was amended, effective January 1, 2001, to increase the allowable Participant's contribution to up to 15% of their compensation. The Company will match 100% of a Participant's contributions up to a maximum of 6% of such Participant'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 Participant are always the Participant's property and not subject to vesting. A Participant has a 100% vested right to Employer matching contributions after three years of service or upon death, retirement, disability or a change of control of the Company. Effective with the merger of Anadarko and RME, each Participant who was actively employed on July 14, 2000 and who was not already 100% vested in their Company contribution account became 100% vested in all previous and future Company contributions. Subject to certain restrictions, Participants 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 a Participant who terminates employment prior to the time that the Participant is vested will be forfeited by the employee. For 2000, employee forfeitures were $106,000. Forfeitures do not affect net assets of the Plan but merely reduce future Company contributions.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

The terms of the Plan are more fully described in the Summary Plan Description, which is available to each Participant.

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ANADARKO EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

3.  Investment Programs

Employer Contributions    The Employer contribution accounts of Participants are initially invested in Company Stock. A fully vested Participant may transfer their Employer contribution account into any investment options provided under the Plan. Effective December 2000, the Employer contributions are allocated from the ESOP (see Note 5).

Investment Options for Tax-Deferred, After-Tax and Rollover Contributions    Each Participant 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. In addition to Company Stock, the Plan currently offers a money market and 13 mutual funds as investment options for Participants. The investments in 7 other mutual funds under the former UPR Thrift Plan were transferred to the investment options maintained by the Plan in January 2001.

A Participant 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 Participant may designate a percentage of such contributions to be invested pursuant to each option. Invested funds of Participants, including Employer contributions, can be transferred between funds at the election of the Participant, subject to certain restrictions as defined in the Plan.

Participant Loans Receivable    The amount of a Participant's loan may not be more than the lesser of a) 50% of the Participant's vested account balance, or b) $50,000 less the highest outstanding loan balance in the previous 12 months. Under the terms of the UPR Thrift Plan, loans were not to exceed 5 years, except loans relating to a principal residence, in which case the term of the loan could not exceed 15 years. Any 15 year loans outstanding at the merger date were grandfathered, but the principal residence exception is no longer available. New loan terms range from 6 months to a maximum of 5 years. The loans are secured by the balance in the Participant's account and bear interest at a rate fixed for the life of the loan. The interest rate is determined to be the prime interest rate plus 1% as reported in the Wall Street Journal on the first business day of the quarter preceding the date the loan was requested. Interest rates for current outstanding loans range from 6% to 10.5%. Principal and interest are paid ratably through monthly or semi-monthly payroll deductions.

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ANADARKO EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

4.  Investments

The following table sets forth investments as of December 31, 2000 and 1999, respectively. Invested funds of all Participants, including Employer contributions, are participant directed, subject to vesting and certain other restrictions as defined by the Plan. Investments that represent 5% or more of the Plan's net assets are separately identified.

		December 31,
thousands except number of shares		2000			1999
Anadarko common stock -
Anadarko Stock Fund - 2,302,093 and 2,966,105 shares, respectively	$		163,632	$		101,218
Anadarko ESOP (allocated) - 280,003 and 0 shares, respectively			19,903			--
Anadarko ESOP (unallocated) - 1,117,131 and 0 shares, respectively*			79,406			--
Total Anadarko common stock			262,941			101,218
Fidelity Blue Chip Mutual Fund - 298,139 and 169,598 units, respectively			15,363			10,195
Spartan US Equity Index Mutual Fund - 198,315 and 181,902 units, respectively			9,283			9,475
Vanguard Retirement Savings Trust Fund - 27,121,459 and 0 shares, respectively			27,121			--
Vanguard 500 Index Fund - 418,088 and 0 shares, respectively			50,948			--
Money market investments			42,570			16,803
Other			81,139			22,728
Total	$		489,365	$		160,419
* Non-participant directed.

During the year ended December 31, 2000, the fair value of the Plan's investments appreciated as follows:

thousands
Realized gain from sales of common stock
Proceeds	$	80,763
Costs		57,313
Net realized gain		23,450
Unrealized appreciation on common stock		68,379
Investment loss from mutual funds		(6,760	)
Net appreciation in fair value of investments	$	85,069

5.  Nonparticipant-Directed Investments

The unallocated shares of the ESOP are the Plan's only nonparticipant-directed investment. Information about the net assets as of December 31, 2000 relating to the ESOP is as follows:

thousands
Net Assets
	Dividend receivable and other	$	70
	Common stock, at fair value		79,406
	Interest payable		(1,075	)
	Note payable		(57,334	)
Net Assets Available for Benefits		$	21,067

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ANADARKO EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

5.  Nonparticipant-Directed Investments (continued)

Information about the significant components of the changes in net assets for the year ended December 31, 2000 relating to the ESOP is as follows:

thousands
Changes in net assets:
	Transfer in from UPR Thrift Plan	$	21,067
Net increase in net assets during the year		$	21,067

6.  Employee Stock Ownership Plan

An ESOP was incorporated into the Plan on December 31, 2000. The UPR Thrift Plan, which included a leveraged ESOP component, was merged with and into the Plan. The shares of ESOP stock from the UPR Thrift Plan were originally purchased with the proceeds from a $107,300,000 note payable that was assumed by the UPR Thrift Plan. The note payable requires repayment of principal and interest thereon at a fixed rate of 7.5% per annum over a maximum term of 30 years beginning in January 1997 and is collateralized by the ESOP shares. Following the merger of Anadarko and RME, each outstanding share of RME common stock held in the ESOP was converted into 0.455 shares of Anadarko common stock. Note payments are funded with dividends paid on the ESOP shares (whether or not allocated) and with cash contributions from the Company. As note payments are made, shares are released from collateral, based on the proportion of debt service paid. ESOP shares released from collateral are allocated to Participants' accounts in amounts necessary to: a) meet the Company's matching requirement and b) replace the value of any dividends on ESOP shares allocated to Participants' accounts which are used to repay the note payable to the Company. At December 31, 2000, the note payable balance of $57,334,000 approximates fair value. Currently scheduled amortization of the note payable is as follows: 2001 - $1,188,000; 2002 - $1,282,000; 2003 - $1,384,000; 2004 - $1,494,000; 2005 - $1,613,000 and thereafter - $50,373,000.

Once the ESOP shares are allocated to Participant accounts, the Company has no rights against such ESOP shares.

The following is a summary of ESOP investments as of December 31, 2000:

thousands except number of shares		Allocated				Unallocated
Anadarko common stock:
Number of shares			280,003				1,117,131
Cost	$			19,941	$			79,406
Fair value	$			19,903	$			79,406

7.  Related-Party Transactions

Certain Plan investments are in mutual funds managed by Fidelity. Fidelity is the trustee of the Plan and, therefore, these transactions qualify as party-in interest.

8.  Federal Income Taxes

The Company has received a favorable determination letter from the Internal Revenue Service (IRS) that: a) the Plan as amended, executed September 27, 1999, meets 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 b) the provisions of the Plan regarding tax-deferred contributions constitute a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code.

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ANADARKO EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

8.  Federal Income Taxes (continued)

The Plan was amended, effective December 31, 2000, for administrative changes and the establishment of an ESOP. The Company intends to request a determination letter from the IRS that the Plan, as amended effective December 31, 2000, meets such requirements. It is the Company's view that the Plan, as amended, meets the applicable requirements of Sections 401(a) and 401(k) of the Code and that the Trust established under the Plan is exempt from federal income tax under Section 501(a) of the Code, but it is possible that amendments may be required to be made to the Plan and the Trust at the request of the IRS as a condition to its issuance of a favorable determination regarding satisfaction of such requirements of the Code.

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 or income earned on Participants' after-tax contributions to the Plan will be taxable to Participants as income prior to the time such Participants receive a distribution from the Plan. Participants' after-tax contributions to the Plan are not deductible from their taxable income. Participants' 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.

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

9.  Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31:

thousands		2000				1999
Net assets available for benefits per the financial statements	$		435,411		$		160,430
Amounts allocated to withdrawing participants			(2,101	)			(342	)
Net assets available for benefits per the Form 5500	$		433,310		$		160,088

The following is a reconciliation of benefits paid to Participants per the financial statements to the Form 5500 for the year ended December 31, 2000:

thousands
Benefits paid to participants per the financial statements	$	9,757
Add: Amounts allocated to withdrawing participants at December 31, 2000		2,101
Less: Amounts allocated to withdrawing participants at December 31, 1999		(342	)
Benefits paid to participants per the Form 5500	$	11,516

Amounts allocated to withdrawing Participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.

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INDEPENDENT AUDITORS' REPORT

The Administrative Committee
Anadarko Employee Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the Anadarko Employee Savings Plan (the Plan), as of December 31, 2000 and 1999 and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. 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 auditing standards generally accepted in the United States of America. 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 of the Plan as of December 31, 2000 and 1999 and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Schedule H, Line 4I - Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Houston, Texas
June 22, 2001

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ANADARKO EMPLOYEE SAVINGS PLAN
SCHEDULE H, LINE 4I SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
		Shares/Units						Fair
Description		Par Value			Cost			Value
		thousands except number of shares
Common Stock - Anadarko Petroleum Corporation
	Anadarko Stock Fund*		2,302,093	$		95,215	$		163,632
	Anadarko ESOP Fund - Allocated*		280,003			19,941			19,903
	Anadarko ESOP Fund - Unallocated*		1,117,131			79,406			79,406
	Total Anadarko Common Stock		3,699,227			194,562			262,941
Mutual Funds
	Fidelity Blue Chip*	298,139				17,689			15,363
	Fidelity Puritan*	356,895				6,750			6,720
	Franklin Small Cap Growth	267,093				12,591			10,505
	Janus Worldwide	201,740				15,289			11,471
	Spartan U.S. Equity Index*	198,315				10,182			9,283
	Vanguard Value Index*	44,039				1,007			1,007
	Vanguard Retirement Savings Trust Fund*	27,121,459				27,121			27,121
	Vanguard 500 Index Fund*	418,088				50,948			50,948
	Vanguard U.S. Growth Fund*	662,448				18,317			18,317
	Vanguard Wellington Fund*	290,427				8,193			8,193
	Vanguard International Growth Fund*	384,264				7,251			7,251
	Rainier Investment Management Fund*	205,285				4,910			4,910
	Vanguard Total Bond Fund*	315,709				3,145			3,145
	Fidelity Freedom Income*	39,452				445			441
	Fidelity Freedom 2000*	71,383				918			843
	Fidelity Freedom 2010*	94,647				1,392			1,310
	Fidelity Freedom 2020*	4,918				76			72
	Fidelity Freedom 2030*	4,655				76			70
	Fidelity Freedom 2040*	2,092				65			18
	PIMCO Total Return Fund	39,228				403			408
						186,768			177,396
Money Market*		42,570,292				42,570			42,570
Participant Loans Receivable* (interest rates
range from 6% to 10.5%)		--				6,458			6,458
Total				$		430,358	$		489,365
*Party-in-interest

See accompanying Independent Auditors' Report.

S-1

EX-99.C

Exhibit 99(c)

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 Year Ended December 31, 2000

Commission File No. 1-8968

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN

ANADARKO PETROLEUM CORPORATION

17001 Northchase Drive

Houston, Texas 77060-2141

(281) 875-1101

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN

INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS
			Page
	Statements of Net Assets Available for Benefits,    December 31, 2000 and 1999
			1
	Statement of Changes in Net Assets Available for Benefits    Year Ended December 31, 2000
			2
	Notes to Financial Statements		3
	Independent Auditors' Reports		7
		All schedules are omitted because they are not applicable, not required or the information is included in the
	Financial Statements or Notes thereto.

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31			2000		1999
		thousands
Assets
Investments, at fair value
	Mutual funds	$	--	$	155,377
	Employer securities		--		51,249
	Common stocks		--		8,269
	Money market investments		--		5,176
	Participant loans receivable		--		3,127
			--		223,198
Receivables
	Dividends and other		--		189
Total assets		$	--	$	223,387
Liabilities
Note payable		$	--	$	64,434
Other			--		1,208
Total liabilities		$	--	$	65,642
Net Assets Available for Benefits		$	--	$	157,745

See accompanying notes to financial statements.

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31				2000
				thousands
Additions
Investment Income
	Net appreciation in fair value of investments		$		64,051
	Dividends				698
	Interest earned				2,278
	Interest income on participant loans receivable				216
		Total investment income			67,243
Contributions
	Employer				11,145
	Participant				6,197
		Total contributions			17,342
Allocation of shares of ESOP common stock, at fair value					4,205
Total additions					88,790
Deductions
Distributions to participants					55,964
Interest expense					4,385
Allocation of shares of ESOP common stock, at fair value					4,205
Transfer to successor plan					181,981
Total deductions					246,535
Net decrease in net assets available for benefits during the year					(157,745	)
Net assets available for benefits at beginning of year					157,745
Net assets available for benefits at end of year			$		--

See accompanying notes to financial statements.

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN

NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

Basis of Presentation   The accounts of the Union Pacific Resources Group Inc. Employees' Thrift Plan (Plan) are maintained on an accrual basis.

Use of Estimates   The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgements and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and the additions and deductions to net assets available for benefits. Actual results may differ from these estimates.

Expenses   The employer, as provided by the Plan document, pays the Plan's expenses and reimbursement from the Plan is not required.

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.

Realized gains and losses are based on the difference between fair values of the withdrawn securities at the trade date and the fair value at the beginning of the year. 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. Distributions to participants are recorded when paid.

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

New Accounting Principles   In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 requires that an entity recognize all derivatives and measure those instruments at fair value. The Plan is required to adopt SFAS No. 133, as amended, effective January 1, 2001. During 2000, the Plan did not use or hold derivative financial instruments and therefore there was no impact due to the implementation of SFAS No. 133 on January 1, 2001.

2.  Description of the Plan

On July 14, 2000, Union Pacific Resources Group Inc., subsequently renamed RME Holding Company (RME), merged with Anadarko Petroleum Corporation (Anadarko) so that RME became a wholly owned subsidiary of Anadarko. The terms "Company" and "Employer" refer to the above companies. Each share of common stock of RME issued and outstanding as of the merger date was converted into 0.455 shares of Anadarko common stock. In conjunction with this merger, the Board of Directors approved the immediate vesting of Plan benefits for all persons employed with the Company on the merger date.

Subsequently, effective December 31, 2000, the Plan was merged (Plan Merger) into the Anadarko Employee Savings Plan (Anadarko Plan) and the Plan's assets and liabilities were transferred to the Anadarko Plan. Unless otherwise noted, these footnotes refer to the Plan prior to the Plan Merger.

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS

2.  Description of the Plan (continued)

The Plan is a defined contribution plan covering: a) all regular full-time, non-agreement employees, b) agreement employees whose union contracts allow for their participation, and c) regular part-time employees who have completed twelve months of service and worked at least 1,000 hours. The Board of Directors of the Company and the Plan Administrator control and manage the operation and administration of the Plan. Additionally, the Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Effective as of January 1, 1997, RME added a leveraged employee stock ownership (ESOP) feature to the Plan (see Note 6). The ESOP operates as a leveraged employee stock ownership plan, and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986 (Code), as amended. Since January 1, 1997, all employer contributions were invested in the ESOP.

Each regular full-time employee is automatically enrolled in the Plan on his/her date of employment with an employee contribution rate of 3% of compensation, as defined by the Plan, unless such employee completes a form indicating their election not to participate. Each regular part-time employee is automatically enrolled in the Plan after completion of twelve months of service and 1,000 hours of employment unless such employee completes a form indicating his/her election not to participate. All such contributions are invested in the Vanguard Prime Money Market Fund until each employee makes their personal election.

Employees participating in the Plan (Participants) at all times have a 100% vested interest in their Participant and Employer contributions plus actual earnings thereon.

The terms of the Plan are more fully described in the Summary Plan Description, which is available to each Participant.

3.  Investment Programs

Employer Contributions   As of January 1, 1997, the Company is obligated to make contributions in cash to the ESOP which, when aggregated with the ESOP's dividend and interest earnings, equal the amount required to enable the ESOP to make the necessary principal and interest payments on its note payable to the Company (see Note 6). Shares of the Company's stock are allocated to Participant accounts in amounts necessary to meet the Company's matching requirement equal to 200% of each Participant's basic contribution, limited to 3% of the Participant's annual compensation. Anadarko has assumed all guarantees of the ESOP trust's obligations.

Investment Options for Tax-Deferred and After-Tax Contributions   The Plan permits a Participant to make annual employee contributions to the Plan on a before-tax or after-tax basis. Through January 31, 2000, a Participant's aggregate before-tax or after-tax contributions could not exceed 13% of the Participant's annual compensation. Effective February 1, 2000, the Plan was amended to increase the aggregate percentage to 15%. The before-tax contributions meet the requirements of Section 401(k) of the Code, so that amounts contributed will not be included in the Participant's income for federal income tax purposes. Conversely, amounts contributed to the Plan on an after-tax basis will be included in the Participant's income for federal income tax purposes. Aggregate monthly Participant contributions may be invested entirely in 10 different mutual funds, or any combination thereof, in multiples of 5% in accordance with the personal election made by each Participant.

Participant Loans Receivable   The amount of a loan is limited to one-half of the vested value of a Participant's account and subject to a $1,000 minimum and a maximum loan amount of $50,000 less the highest loan balance outstanding in the previous twelve months. As the loan is repaid, all principal and interest payments are credited to the Participant's accounts in the same proportions as the contributions then being made on behalf of the Participant. If no contributions are then being made, the loan repayments are invested in accordance with the Participant's most recent investment election, unless the Participant directs otherwise to

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS

3.  Investment Programs (continued)

the extent permitted by the Plan. Participants' loans, which are secured by the Participants' individual account balances, bear a fixed rate of interest set by the Plan Administrator based on interest rates then being charged on similar loans, and are repayable over periods not exceeding five years, except loans relating to a principal residence, in which case the term of the loan shall not exceed 15 years. The loans bear interest ranging from 6% to 10.5% and have terms ranging from 1 to 15 years.

4.  Investments

Due to the Plan Merger, the assets of the Plan were transferred to the Anadarko Plan at December 31, 2000. The following table sets forth investments as of December 31, 1999. Investments that represent 5% or more of the Plan's net assets are separately identified.

thousands except number of shares
Vanguard Retirement Savings Trust Fund, 35,975,518 shares	$	35,976
Vanguard 500 Index Fund, 529,645 shares	71,677
Vanguard U.S. Growth Fund, 508,111 shares	22,118
Vanguard Wellington Fund, 402,190 shares	11,245
Vanguard International Growth Fund, 365,912 shares	8,229
Union Pacific Corporation Stock Fund, 893,693 shares*	8,269
ESOP (Allocated), 722,627 shares*	9,213
ESOP (Unallocated), 2,700,928 shares*	34,437
Other		22,034
Total	$	223,198

* Nonparticipant-directed

During the year ended December 31, 2000, the fair value of the Plan's investments appreciated as follows:

thousands
Realized gain from sale of common stock
	Proceeds	$	31,369
	Costs		26,438
	Net realized gain		4,931
Unrealized appreciation on common stock			68,823
Investment loss from mutual funds			(9,703	)
Net appreciation in fair value of investments		$	64,051

5.  Nonparticipant-Directed Investments

The only nonpartipcant-directed investment for 2000 is the unallocated portion of the ESOP. Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

			December 31,
thousands			2000		1999
Net Assets
	Dividend receivable and other	$	--	$		189
	Common stock, at fair value		--			59,517
	Interest payable		--			(1,208	)
	Note payable		--			(64,434	)
Net Assets Available for Benefits		$	--	$		(5,936	)

UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS

5.  Nonparticipant-Directed Investments (continued)

			December 31,
thousands				2000
Changes in net assets:
		Dividend and interest income	$	370
		Appreciation of investment		49,174
		Contributions		11,145
		Interest expense		(4,385	)
		Allocation of shares		(4,205	)
		Transfer to successor plan		(21,067	)
	Transfer to participant directed investments			(25,096	)
Net increase in net assets during the year			$	5,936

6.  Employee Stock Ownership Plan

On January 2, 1997, the Trustee, on behalf of the ESOP, purchased 3,700,000 shares of common stock of the Company (ESOP shares) for $107,300,000. The ESOP shares were purchased with the proceeds from a note payable to the Company. The note payable requires repayment of principal and interest thereon at a fixed rate of 7.5% per annum over a maximum term of 30 years beginning in January 1997 and is collateralized by the ESOP shares. Note payments are funded with dividends paid on the ESOP shares (whether or not allocated) and with cash contributions from the Company. As note payments are made, shares are released from collateral, based on the proportion of debt service paid. ESOP shares released from collateral are allocated to Participant accounts in amounts necessary to: a) meet the Company's 200% matching requirement and b) replace the value of any dividends on ESOP shares allocated to Participant accounts which are used to repay the note payable to the Company. Principal or interest prepayments may be made to ensure that the Company's matching obligation is met. At December 31, 1999, the note payable balance of $64,434,000 approximated fair value.

Once the ESOP shares are allocated to Participants' accounts, the Company has no rights against such ESOP shares. The financial statements of the Plan for the year ended December 31, 2000 present the allocation of ESOP shares to accounts of Participants as both an increase and decrease to Plan Assets.

On December 31, 2000 the ESOP was merged into the Anadarko Plan.

7.  Related-Party Transactions

The Plan invests in shares of mutual funds managed by an affiliate of the Trustee. The Trustee acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.

8.  Federal Income Taxes

The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated July 27, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter. It is the Company's view that the Plan is designed and currently being operated in compliance with the applicable requirements of the Code.

With respect to the operation of the Plan, Plan management was aware of certain operational defects that could adversely affect the tax-exempt status of the Plan. These operational defects were corrected through the use of the Voluntary Compliance Resolution (VCR) program. Submission to the VCR program was originally made on August 5, 1996. Restated submissions were made in 1997. The IRS issued a compliance letter on June 11, 1998 in relation to the VCR. The corrections of all known operational defects were implemented by February 6, 1999, as required by the letter.

INDEPENDENT AUDITORS' REPORT

To the Trustees and Participants of the

Union Pacific Resources Group Inc. Employees' Thrift Plan:

We have audited the accompanying statement of net assets available for benefits of the Union Pacific Resources Group Inc. Employees' Thrift Plan (the Plan), as of December 31, 2000 and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides 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 of the Plan as of December 31, 2000 and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

Houston, Texas
June 22, 2001

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Trustees and Participants of the

Union Pacific Resources Group Inc. Employees' Thrift Plan:

We have audited the accompanying statement of net assets available for benefits of the Union Pacific Resources Group Inc. Employees' Thrift Plan (the Plan) as of December 31, 1999. The financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on the financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999, in conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Fort Worth, Texas

June 12, 2000