On May 11, 2009, Anadarko Petroleum Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with UBS Securities LLC and Barclays Capital Inc., relating to the public offering of 30,000,000 shares of the Company's common stock, $0.10 par value (the "Common Stock") at the public offering price less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Company has also granted the underwriters a 30-day option to purchase up to an additional 4,500,000 shares of Common Stock at the same price.

The transaction under the Underwriting Agreement closed on May 15, 2009. The net proceeds from the sale of the Common Stock sold pursuant to the Underwriting Agreement (assuming no exercise of the underwriters' option to purchase additional shares) are approximately $1.3 billion (after deducting underwriting discounts and commissions and estimated expenses).

The offering was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-137183), which became effective upon filing by the Company with the Securities and Exchange Commission on September 8, 2006.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the underwriter, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Relationships

The underwriters and certain of their affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to us and our affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.

(d) Exhibits:

Exhibit No.        Document

1.1                Underwriting Agreement, dated May 11, 2009, by and among the
                   Company, UBS Securities LLC and Barclays Capital Inc.