EXHIBIT 10(b)

                       FIRST AMENDMENT TO
                 ANADARKO PETROLEUM CORPORATION
             KEY EMPLOYEE CHANGE OF CONTROL CONTRACT

     THIS AMENDMENT, dated as of July 11, 2000 ("Amendment"), by
and between Anadarko Petroleum Corporation, a Delaware
corporation ("Anadarko"), and _________________ (the
"Executive"), amends the Key Employee Change of Control Contract
by and between Anadarko and the Executive, dated as of the
___________ day of _______, 199__, (the "Contract").  Capitalized
terms used but not defined herein shall have the meanings set
forth in the Contract.

1.   As permitted by Section 12 of the Contract and effective as
     of July 11, 2000, the following shall be added to Section 6(I) of
     the Contract:

"The foregoing notwithstanding and any other provisions of this
Agreement notwithstanding, no amount shall be paid to Executive
pursuant to Item F above due to the fact that Executive has
received incident to its termination, any and all amounts payable
and owing to him if he was a participant under the Company's
Executive Deferred Compensation Plan.

2.   As permitted by Section 12 of the Contract and effective as
of July 11, 2000, the Contract is hereby amended to add the
following new Section 13, to read in its entirety as follows:

     13.  UPR Transaction not a Change of Control.
Notwithstanding any other provision of this Agreement to the
contrary, for purposes of this Agreement or any rights relating
thereto, a "Change of Control" shall not include any votes,
transactions, acquisitions of stock ownership, changes in board
composition, or other actions, transactions or consequences of
any nature whatsoever, whether viewed in isolation or in the
aggregate, occurring in connection with or resulting from the
transactions contemplated by the Agreement and Plan of Merger
among Anadarko Petroleum Corporation, Dakota Merger Corp., and
Union Pacific Resources Group Inc., dated as of April 2, 2000 (as
it may be amended or supplemented from time to time) and any
related documents.

2.   As amended hereby, the Contract is specifically ratified and
reaffirmed.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed this 11th day of July, 2000.


                              ANADARKO PETROLEUM CORPORATION


                              By:____________________________________
                                   Charles G. Manley
                                   Sr. Vice President, Administration


EXECUTIVE

_______________________________________
                       FIRST AMENDMENT TO
                 ANADARKO PETROLEUM CORPORATION
             KEY EMPLOYEE CHANGE OF CONTROL CONTRACT

     THIS AMENDMENT, dated as of July 11, 2000 ("Amendment"), by
and between Anadarko Petroleum Corporation, a Delaware
corporation ("Anadarko"), and _________________ (the
"Executive"), amends the Key Employee Change of Control Contract
by and between Anadarko and the Executive, dated as of the
___________ day of _______, 199__, (the "Contract").  Capitalized
terms used but not defined herein shall have the meanings set
forth in the Contract.

1.   As permitted by Section 12 of the Contract and effective as
of July 11, 2000, Section 6(i)F shall be deleted from the
Contract.

2.   As permitted by Section 12 of the Contract and effective as
of July 11, 2000, the Contract is hereby amended to add the
following new Section 13, to read in its entirety as follows:

     13.  UPR Transaction not a Change of Control.
Notwithstanding any other provision of this Agreement to the
contrary, for purposes of this Agreement or any rights relating
thereto, a "Change of Control" shall not include any votes,
transactions, acquisitions of stock ownership, changes in board
composition, or other actions, transactions or consequences of
any nature whatsoever, whether viewed in isolation or in the
aggregate, occurring in connection with or resulting from the
transactions contemplated by the Agreement and Plan of Merger
among Anadarko Petroleum Corporation, Dakota Merger Corp., and
Union Pacific Resources Group Inc., dated as of April 2, 2000 (as
it may be amended or supplemented from time to time) and any
related documents.

2.   As amended hereby, the Contract is specifically ratified and
reaffirmed.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed this 11th day of July, 2000.


                              ANADARKO PETROLEUM CORPORATION


                              By:____________________________________
                                   Charles G. Manley
                                   Sr. Vice President, Administration


EXECUTIVE

_______________________________________