8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                      Date of Report: December 6, 2002
              (Date of earliest event reported: December 6, 2002)




                        ANADARKO PETROLEUM CORPORATION
            (Exact name of registrant as specified in the charter)


         Delaware                    1-08968                  76-0146568
      (State or other        (Commission File Number)      ( I.R.S. Employer
      jurisdiction of                                     Identification No.)
       incorporation


                             1201 Lake Robbins Drive
                          The Woodlands, Texas 77380
          (Address of principal executive offices, including Zip Code)
                                 (832) 636-1000
              (Registrant's telephone number, including area code)

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ITEM 5.     OTHER EVENTS.

      On December 6, 2002, Anadarko Petroleum Corporation issued a press release
relating to the completion of the acquisition of Howell Corporation. A copy of
that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is hereby incorporated by reference.





ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


      (a)   Financial Statements.

      Not applicable.

      (b)   Pro Forma Financial Information.

      Not applicable.

      (c)   Exhibits.

      99.1  Press Release of Anadarko, dated December 6, 2002.








                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    ANADARKO PETROLEUM CORPORATION



                                    By:  /s/ Suzanne Suter
                                        --------------------------
                                    Name: Suzanne Suter
                                   Title: Vice President


Date:  December 6, 2002





                                  EXHIBIT INDEX



      EXHIBIT NO. DOCUMENT DESCRIPTION

            99.1  Press Release of the Company, dated December 6, 2002.

EX-99

                      [ANADARKO PETROLEUM CORPORATION LOGO]

- -------------------------------------------------------------------------------
NEWS:

                          ANADARKO PETROLEUM COMPLETES
                         HOWELL CORPORATION ACQUISITION

HOUSTON, Dec. 6, 2002 - Anadarko Petroleum Corporation (NYSE: APC) announced
today it has completed the acquisition of Howell Corporation (NYSE: HWL), a
Houston based oil and gas exploration and production company. Howell common
stockholders approved the acquisition at a special stockholder meeting today.

Holders of Howell common shares will receive $20.75 per share in cash, and
holders of Howell $3.50 Convertible Preferred Stock will receive $76.15 per
share in cash. The value of the acquisition is approximately $258 million,
including bank debt of approximately $53 million at closing. The transaction
will be funded with available cash and credit facilities.

"This transaction will be accretive to Anadarko's earnings and cash flow
from day one," said John Seitz, Anadarko President and CEO.

The acquisition of Howell gives Anadarko additional proved reserves of
approximately 50 million barrels of oil equivalent (BOE), principally in the
Salt Creek and Elk Basin oilfields in Wyoming.

Anadarko plans to invest an additional $200 million over the next four
years in the development and installation of an enhanced oil recovery (EOR)
project in the Salt Creek field. This is expected to yield an additional 150
million BOE of proved reserves and increase net production from 5,300 BOE per
day to 35,000 BOE per day by the end of 2006.

"Howell's assets in Wyoming are a great complement to our own portfolio in
the Western States, and our experience with EOR projects in the Mid-Continent,
the Permian Basin, Alaska and Algeria gives us a head start in exploiting the
oil resources in the Salt Creek field," Seitz said.

The majority of Howell's 120 employees have been offered jobs with
Anadarko, including all of the field personnel in Wyoming.




In October, Anadarko closed on a separate agreement with an affiliate of
Petro Source Investments, Inc., of Houston giving Anadarko the right to purchase
significant quantities of carbon dioxide (CO2) and the exclusive rights to
market and transport LaBarge CO2 production into the Powder River Basin of
Wyoming. Anadarko plans to build a $27 million, 125-mile pipeline that would
deliver CO2 to the EOR project in the Salt Creek field and potentially would
serve other enhanced recovery projects in Wyoming as well. Anadarko paid $3
million cash and agreed to certain future consideration based on the performance
of the pipeline.

Anadarko Petroleum Corporation is one of the world's largest independent
oil and gas exploration and production companies. Houston-based Anadarko is
active in the U.S., Canada, Algeria and Qatar and is executing strategic
exploration programs in several other countries. More information is available
at www.anadarko.com.

   ----------------

This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
and Exchange Act of 1934. Anadarko believes that its expectations are based on
reasonable assumptions. No assurance, however, can be given that its goals will
be achieved. A number of factors could cause actual results to differ materially
from the projections, anticipated results or other expectations expressed in
this release. While Anadarko makes these forward-looking statements in good
faith, neither Anadarko nor its management can guarantee that the anticipated
future results will be achieved. Anadarko discloses proved reserves that comply
with the SEC's definitions. Additionally, Anadarko may disclose estimated
recoverable reserves, which the SEC guidelines do not allow us to include in
filings with the SEC. See Additional Factors Affecting Business in the
Management's Discussion and Analysis (MD&A) included in the company's 2001
Annual Report on Form 10-K. Anadarko files annual, quarterly and special
reports, proxy and information statements, and other information with the SEC.
Investors may read and copy any of these reports, statements and other
information at the SEC's public reference room located at 450 5th Street, N.W.,
Washington, D.C., 20549. Investors should call the SEC at 1-800-SEC-0330 for
further information. The reports, statements and other information filed by
Anadarko with the SEC are also available for free at the SEC's web site at
www.sec.gov. A free copy of these reports, statements and other information may
also be obtained from Anadarko.


MEDIA CONTACTS:

Teresa Wong, teresa_wong@anadarko.com, (832) 636-1203
             ------------------------
Lee Warren, lee_warren@anadarko.com, (832) 636-3321
            -----------------------
Anne Vincent, anne_vincent@anadarko.com, (832) 636-8368
              -------------------------


INVESTOR CONTACTS:

Paul Taylor, paul_taylor@anadarko.com, (832) 636-3471
             ------------------------
David Larson, david_larson@anadarko.com, (832) 636-3265
              -------------------------
Stewart Lawrence, stewart_lawrence@anadarko.com, (832) 636-3326
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