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                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
Bureau of the  Federal Communications  Commission ("Bureau")  and 
Anadarko Petroleum Corporation (``Anadarko'').
      
                         II.  Background

2.   Anadarko is a  Houston-based independent energy  exploration 
and production company.  Its  domestic operations are focused  in 
Kansas, Oklahoma, Texas, the Gulf of Mexico, the Rocky  Mountains 
and Alaska.

3.   By  letter,  dated  March  20,  2001,  Anadarko  voluntarily 
informed the Enforcement Bureau that it had previously engaged in 
three separate transactions which, collectively, effectuated  the 
substantial transfer of control of  49 land mobile and  microwave 
authorizations.  In  each  instance,  Anadarko  was  required  by 
Section 310(d) of the Communications Act of 1934, as amended,  to 
obtain  Commission  consent  to   the  transfer  of  control   or 
assignment of license of each  station prior to consummating  the 
transaction.  In each instance, it failed to do so.

4.   Specifically, in September  1995, Anadarko acquired  certain 
assets from Capitan   Enterprises, Inc. (``Capitan''),  including 
four stations associated with the West Texas Water Supply System.  
Anadarko  belatedly   filed  appropriate   applications   seeking 
Commission consent to the assignment  of the Capitan stations  on 
October 31,  2000.  The  Commission granted  the applications  on 
November 9,  2000.  On  July 14,  2000, Anadarko  acquired  Union 
Pacific  Resources  (``UPR''),  which  held  44   authorizations.  
Anadarko belatedly requested Commission consent to the assignment 
of  the  UPR   licenses  in  September   2000.   The   Commission 
subsequently granted the applications in the ordinary course.  On 
January 3, 2001,  Anadarko acquired Pinnacle  Gas Treating,  Inc. 
(``Pinnacle''),  which  held  one  license.   Anadarko  belatedly 
requested Commission consent  to the assignment  of the  Pinnacle 
station on February 5,  2001.  The Commission granted  assignment 
of the Pinnacle licenses on March 26, 2001. 

                        III.  Definitions

5.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

(a)  "Commission" means the Federal Communications Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

(c)  "Anadarko'' means Anadarko Petroleum Corporation. 

     (d)  "Order" means  the  order  of  the  Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means the Order that is no longer subject 
          to administrative or judicial reconsideration,  review, 
          appeal, or stay.

     (f)  ``Act''  means  the  Communications  Act  of  1934,  as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

6.   Anadarko agrees that  the Bureau has  jurisdiction over  the 
matters contained in  this Consent  Decree and  the authority  to 
enter into and adopt this Consent Decree.

7.   The Bureau and Anadarko agree that this Consent Decree  does 
not constitute an adjudication  on the merits  or any finding  on 
the facts  or law  regarding any  violations of  the Act  or  the 
Commission's rules committed by Anadarko.
      
8.   Anadarko agrees that it shall make a voluntary  contribution 
to the United States Treasury in the amount of $15,000 within  10 
calendar days after the Bureau  releases the Order adopting  this 
Consent Decree. 

9.   Anadarko agrees to implement, within 10 calendar days  after 
the Bureau releases  the Order  adopting this  Consent Decree,  a 
comprehensive internal program,  a summary of  which is  attached 
hereto, to ensure Anadarko's future  compliance with the Act  and 
the Commission's rules.
      
10.  In  express  reliance  upon  the  representations  contained 
herein, the Bureau agrees to terminate its investigation into the 
matters discussed in paragraphs 3-4, above. 

11.  The Bureau  agrees  not  to institute  any  new  proceeding, 
formal or informal,  of any  kind against  Anadarko for  apparent 
violations of Section 310(d) of the Act arising from the  matters 
discussed in paragraphs 3-4, above. 

12.  In the event that Anadarko is found by the Commission or its 
delegated authority to  have engaged  in a  violation of  Section 
310(d) of the Act subsequent to the release of the Order adopting 
this Consent Decree, Anadarko  agrees that the conduct  described 
in paragraphs 3-4, above, may be considered by the Commission  or 
its delegated authority in determining an appropriate sanction. 

13.  Anadarko waives  any and  all  rights it  may have  to  seek 
administrative or  judicial  reconsideration, review,  appeal  or 
stay, or to otherwise challenge  or contest the validity of  this 
Consent Decree  and  the  Order  adopting  this  Consent  Decree, 
provided the  Order is  limited to  adopting the  Consent  Decree 
without change, addition, or modification.

14.  Anadarko and the Bureau agree that the effectiveness of this 
Consent Decree  is  expressly  contingent upon  issuance  of  the 
Order, provided  the  Order  adopts the  Consent  Decree  without 
change, addition, or modification. 

15.  Anadarko and the Bureau  agree that in  the event that  this 
Consent Decree  is rendered  invalid by  any court  of  competent 
jurisdiction, it shall become null and  void and may not be  used 
in any manner in any legal proceeding.

16.  Anadarko  and  the  Bureau  agree  that  if  Anadarko,   the 
Commission, or the  United States  on behalf  of the  Commission, 
brings a  judicial  action to  enforce  the terms  of  the  Order 
adopting this Consent Decree, neither Anadarko nor the Commission 
shall contest the validity  of the Consent  Decree or Order,  and 
Anadarko and the Commission shall waive any statutory right to  a 
trial de novo with respect to any matter upon which the Order  is 
based (provided  in  each  case  that the  Order  is  limited  to 
adopting  the  Consent  Decree   without  change,  addition,   or 
modification), and shall consent to a judgment incorporating  the 
terms of this Consent Decree.

17.  Anadarko agrees to  waive any claims  it may otherwise  have 
under the Equal Access to Justice  Act, Title 5 U.S.C.  504  and 
47 C.F. R.  1.1501 et seq., relating to the matters discussed in 
paragraphs 3-4, above.

18.  Anadarko agrees  that any  violation of  the Order  adopting 
this Consent  Decree shall  constitute a  separate violation  and 
subject Anadarko to appropriate administrative sanctions.

19.  Anadarko and the Bureau agree to  be bound by the terms  and 
conditions stated herein.

20.  Anadarko and the Bureau agree  that this Consent Decree  may 
be signed in counterparts.


ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 


By: ________________________________              ____________  
     David H. Solomon                        Date
     Chief



ANADARKO PETROLEUM CORPORATION


By: ________________________________              ____________ 
     J. Stephen Martin                       Date
     Vice President and General Counsel







                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
                 ANADARKO PETROLEUM CORPORATION


     To assure compliance with all applicable laws, Anadarko 
Petroleum Corporation (``APC'') will establish a formal FCC 
compliance program to be administered within the Information 
Technology Department by a designated Compliance Coordinator 
supported by the legal department.  The program will consist of 
the following:

1.   A centralized process for handling FCC License Issues

  a)      An individual will be assigned from the Information 
     Technology Department to be the FCC Compliance Coordinator.
  b)      The Compliance Coordinator will establish and maintain 
     a data base of all active licenses and related information, 
     and shall periodically review this database to ensure timely 
     filing of renewal applications.
  c)      The Compliance Coordinator, with the support of the 
     legal department, will be available to provide advice and 
     assistance in matters related to policy and regulatory 
     compliance, including securing prior consent from the FCC in 
     connection with any acquisitions or divestitures.

2.    A targeted Education Program with a Compliance Manual

  a)      Awareness of FCC issues will be fostered by 
     implementing a program for a targeted audience of company 
     individuals and departments that may be involved in FCC 
     licensing related activities such as mergers, acquisitions, 
     divestitures, and telecommunications.
  b)      An on-line Compliance Manual will be created with 
     pertinent FCC licensing information.  The Manual will be 
     accessible on the company Intranet web page for Information 
     Technology.
  c)      The Compliance Coordinator will keep informed of 
     current FCC policy and regulatory compliance requirements by 
     periodically reviewing published regulations, notices, and 
     advisories, and also by actively participating in trade 
     organizations such as the Energy Telecommunications and 
     Electrical Association (ENTELEC) and the Telecommunications 
     Committee of the American Petroleum Institute.