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                                                            EXHIBIT 10(b) (xxiv)



                         ANADARKO PETROLEUM CORPORATION

                           RESTRICTED STOCK AGREEMENT
                                 (Class Vesting)


1. The Participant hereby accepts the Restricted Shares when issued and agrees
as follows:

     (a) Forfeiture Restrictions. Except as may be otherwise provided in the
Plan, in the event of termination of Participant's employment with the Company
or an Affiliate for any reason other than if Participant's employment is
terminated by:

          (i)  reason of death or disability, as defined in the Company's
               disability plan, or

          (ii) the Company, or an Affiliate, due to a reduction in force, job
               abolishment, or at the convenience of the Company, or an
               Affiliate, as determined by the Committee,

the Participant shall, for no consideration, forfeit to the Company all
Restricted Shares to the extent then subject to the Forfeiture Restrictions. The
prohibition against transfer and the obligation to forfeit and surrender
Restricted Shares to the Company upon termination of employment are herein
referred to as "Forfeiture Restrictions". The Forfeiture Restrictions shall be
binding upon and enforceable against any transferee of Restricted Shares.

Notwithstanding anything to the contrary, if the Participant is terminated by
the Company, or an Affiliate, as provided above, the Participant will not be
deemed to have terminated because of retirement even though the Participant may
qualify for retirement under the Company's retirement plan.

The Committee may, under unusual circumstances and pursuant to the Plan,
accelerate the time at which Forfeiture Restrictions on Restricted Shares shall
lapse.

     (b) Certificates. Restricted Shares will be issued by the Company in the
Participant's name, either in certificated form or book-entry, pursuant to which
the Participant shall have voting rights and receive dividends. If the shares
are issued in a certificated form the certificates may bear a legend restricting
or incorporating the restrictions, and the Company may cause the certificates to
be delivered upon issuance to the Secretary of the Company or such other
depositary as may be designated by the Committee which administers the Plan as a
depositary for safe-keeping until any restrictions lapse or forfeiture occurs
pursuant to the terms of the Plan and this grant. The Company may require
Participant to execute and deliver stock powers in the event of forfeiture. Upon
the lapse of the Forfeiture Restrictions without forfeiture, the Company will
cause a new certificate or certificates to be issued without legend in the name
of the Participant.

2. The Restricted Shares granted hereunder are not transferable by the
Participant and may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred or disposed of to the extent then subject to the
Forfeiture Restrictions.



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3. All distributions under this Agreement are subject to withholding of all
applicable taxes. Subject to the rules as may be established by the Committee,
such withholding obligations may be satisfied through the surrender of Shares
that the Participant is otherwise entitled to under the Plan.

4. This Agreement shall be binding upon and inure to the benefit of any
successor to the Company and all persons lawfully claiming under the
Participant.

5. Unless otherwise specifically defined herein, each term used herein which is
defined in the 1999 Stock Incentive Plan shall have the meaning assigned such
term in the 1999 Stock Incentive Plan.

6. This Agreement may be amended by agreement of the Participant and Anadarko,
without the consent of any other person.

7. This Agreement shall be governed by, and construed in accordance with the
laws of the State of Texas.

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