<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 2005

                                               REGISTRATION NO. 333 - __________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               APACHE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                      NO. 41-0747868
(STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)

          2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               APACHE CORPORATION
                          2005 SHARE APPRECIATION PLAN
                            (FULL TITLE OF THE PLAN)

          P. ANTHONY LANNIE, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               APACHE CORPORATION
          2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000
   (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                          CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of                                             Proposed Maximum       Proposed Maximum
Securities to be                 Amount to be      Offering Price Per     Aggregate Offering       Amount of Registration
Registered (1)                  Registered (2)         Share (3)               Price (3)                  Fee (3)
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>                    <C>                      <C>
Common Stock, par
value $0.625 per share,
and associated Preferred
Stock Purchase Rights (4)      3,500,000 shares          $55.56              $194,460,000                 $22,888
==========================================================================================================================
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.

(2)   In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
      this registration statement also covers any additional shares of Common
      Stock which become issuable pursuant to the employee benefit plan
      described herein by reason of any stock dividend, stock split,
      recapitalization, or other similar transaction.

(3)   Estimated solely for the purpose of calculating the registration fee.
      Pursuant to Rules 457(c) and 457(h), the offering price and registration
      fee are computed on the basis of the average of the high and low prices of
      the Common Stock, as reported on The New York Stock Exchange, Inc.
      Composite Transactions Reporting System for May 23, 2005.

(4)   Preferred Stock Purchase Rights are evidenced by certificates for shares
      of the Common Stock and automatically trade with the Common Stock. Value
      attributable to such Preferred Stock Purchase Rights, if any, is reflected
      in the market price of the Common Stock.

<PAGE>

                                  INTRODUCTION

This registration statement on Form S-8 is being filed by the registrant, Apache
Corporation ("Apache" or the "Registrant"), for the purpose of registering
3,500,000 shares of Apache common stock, par value $0.625 per share ("Apache
Common Stock"), for issuance under the terms of the Apache Corporation's 2005
Share Appreciation Plan. Such 3,500,000 shares of Apache Common Stock have been
reserved and authorized for issuance from Apache's authorized and unissued
capital stock.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Apache with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), Commission File No. 001-04300, are incorporated
by reference into this Registration Statement:

      (1)   Annual Report on Form 10-K for the year ended December 31, 2004,
            filed with the Commission on March 16, 2005.

      (2)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
            filed with the Commission on May 10, 2005.

      (3)   All documents subsequently filed by the Registrant pursuant to
            Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered have been sold or which deregisters all
            securities then remaining unsold, shall be deemed to be incorporated
            by reference in this Registration Statement and to be a part hereof
            from the date of filing of such documents.

The descriptions set forth below of the common stock of Apache, par value $0.625
per share ("Apache Common Stock"), the preferred stock and the Rights (as
defined below) constitute brief summaries of certain provisions of Apache's
Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement
between Apache and Wells Fargo Bank, N.A. ("Wells Fargo"), formerly Norwest Bank
Minnesota, N.A., and are qualified in their entirety by reference to the
relevant provisions of such documents, all of which are listed under Item 8 as
exhibits to this Registration Statement and are incorporated herein by
reference.

APACHE COMMON STOCK

      All outstanding shares of Apache Common Stock are fully paid and
nonassessable, and all holders of Apache Common Stock have full voting rights
and are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. The Board of Directors of Apache is
classified into three groups of approximately equal size, one-third elected each
year. Stockholders do not have the right to cumulate votes in the election of
directors and have no preemptive or subscription rights. Apache Common Stock is
neither redeemable nor convertible, and there are no sinking fund provisions
relating to such stock.

      Subject to preferences that may be applicable to any shares of preferred
stock outstanding at the time, holders of Apache Common Stock are entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefor and are entitled, in the event of liquidation, to share
ratably in all assets remaining after payment of liabilities.

      Apache's current policy is to reserve one ten-thousandth (1/10,000) of a
share of Series A Preferred Stock (as defined below) for each 2.31 shares of
Apache Common Stock issued in order to provide for possible exercises of Rights
(as defined below) under Apache's existing Rights Agreement.

                                      II-1
<PAGE>

      The currently outstanding Apache Common Stock and the Rights (as defined
below) under Apache's existing Rights Agreement are listed on the New York Stock
Exchange and the Chicago Stock Exchange and quoted on the NASDAQ National
Market. Wells Fargo is the transfer agent and registrar for Apache Common Stock.

      Apache typically mails its annual report to stockholders within 120 days
after the end of its fiscal year. Notices of stockholder meetings are mailed to
record holders of Apache Common Stock at their addresses shown on the books of
the transfer agent and registrar.

PREFERRED STOCK

      Apache has five million shares of no par preferred stock authorized, of
which (i) 25,000 shares have been designated Series A Junior Participating
Preferred Stock ("Series A Preferred Stock") and authorized for issuance
pursuant to the Rights (as defined below) that trade with Apache Common Stock,
and (ii) 100,000 shares have been designated 5.68% Cumulative Preferred Stock,
Series B ("Series B Preferred Stock"). A total of 100,000 shares of Series B
Preferred Stock are currently outstanding, and shares of Series A Preferred
Stock have been reserved for issuance in accordance with the Rights Agreement
relating to the Rights. Additional shares of preferred stock may be authorized
for issuance and issued by the Board of Directors with such voting powers and in
such classes and series, and with such designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof (including conversion into or exchange for Apache Common
Stock or other securities of Apache or its subsidiaries), as may be stated and
expressed in the resolution or resolutions providing for the issuance of such
preferred stock adopted by the Board of Directors providing for the issuance of
such preferred stock.

RIGHTS

      In December 1995, Apache declared a dividend of one right (a "Right") for
each 2.31 shares (adjusted for the ten and five percent stock dividends) of
Apache Common Stock outstanding on January 31, 1996. Each full Right entitles
the registered holder to purchase from Apache one ten-thousandth (1/10,000) of a
share of Series A Preferred Stock at a price of $100 per one ten-thousandth of a
share, subject to adjustment. The Rights are exercisable ten calendar days
following a public announcement that certain persons or groups have acquired 20
percent or more of the outstanding shares of Apache Common Stock or ten business
days following commencement of an offer for 30 percent or more of the
outstanding shares of Apache Common Stock. Unless and until the Rights become
exercisable, they will be transferred with and only with the shares of Apache
Common Stock.

      In addition, if a person or group becomes the beneficial owner of 20
percent or more of the outstanding shares of Apache Common Stock (a "flip in
event"), each Right will become exercisable for shares of Apache Common Stock at
50 percent of the then market price of Apache Common Stock. If a 20-percent
stockholder of Apache acquires Apache, by merger or otherwise, in a transaction
where Apache does not survive or in which Apache Common Stock is changed or
exchanged (a "flip over event"), the Rights become exercisable for shares of the
common stock of the corporation acquiring Apache at 50 percent of the then
market price of Apache Common Stock. Any Rights that are or were beneficially
owned by a person who has acquired 20 percent or more of the outstanding shares
of Apache Common Stock, and who engages in certain transactions or realizes the
benefits of certain transactions with Apache, will become void. If an offer to
acquire all of the outstanding shares of Apache Common Stock is determined to be
fair by Apache's board of directors, the transaction will not trigger a flip in
event or a flip over event. Apache may also redeem the Rights at $.01 per Right
at any time until ten business days after public announcement of a flip in
event. The Rights will expire on January 31, 2006, unless earlier redeemed by
Apache. Unless the Rights have been previously redeemed, all shares of Apache
Common Stock issued by Apache after January 31, 1996, will include Rights,
including the Apache Common Stock issuable under the terms of the Apache
Corporation 2005 Share Appreciation Plan.

                                      II-2
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
authorizes a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
because the person is or was a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the suit or proceeding if the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful. Similar indemnity
is authorized against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any pending, completed or
threatened action or suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) the person shall not have been adjudged liable to the
corporation. The indemnification may be made only as authorized in each specific
case upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.

      Section 145 of the DGCL further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him. Apache maintains
policies insuring the officers and directors of Apache and its subsidiaries
against certain liabilities for actions taken in their capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

      Article VII of Apache's Bylaws provides, in substance, that directors,
officers, employees and agents of Apache shall be indemnified to the extent
permitted by Section 145 of the DGCL. Additionally, the Seventeenth Article of
Apache's Restated Certificate of Incorporation eliminates in certain
circumstances the monetary liability of directors of Apache for a breach of
their fiduciary duty as directors. These provisions do not eliminate the
liability of a director (i) for a breach of a director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions by a director not in
good faith; (iii) for acts or omissions by a director involving intentional
misconduct or a knowing violation of the law; (iv) under Section 174 of the DGCL
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the DGCL); and (v) for transactions from which the director
derived an improper personal benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      II-3
<PAGE>

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith unless otherwise indicated:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                           DESCRIPTION OF EXHIBIT
------     -------------------------------------------------------------------------------------------------
<S>        <C>

4.1        Restated  Certificate  of  Incorporation  of Apache  Corporation  (incorporated  by  reference to
           Exhibit 3.1 to Apache's  Annual  Report on Form 10-K for the year ended  December  31,  2003,  as
           filed with the Commission on March 12, 2004, Commission File No. 001-04300)

4.2        Bylaws of Apache  Corporation,  as amended February 5, 2004 (incorporated by reference to Exhibit
           3.2 to Apache's  Annual  Report on Form 10-K for the year ended  December 31, 2003, as filed with
           the Commission on March 12, 2004, Commission File No. 001-04300)

4.3        Form of Certificate for  Registrant's  Common Stock  (incorporated by reference to Exhibit 4.1 to
           Apache's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2004, as filed with the
           Commission on May 10, 2004, Commission File No. 001-04300)

4.4        Rights  Agreement,   dated  January  31,  1996,  between  Apache  Corporation  and  Norwest  Bank
           Minnesota,  N.A.,  as  rights  agent  (incorporated  by  reference  to  Exhibit  (a) to  Apache's
           Registration  Statement  on Form  8-A,  as  filed  with  the  Commission  on  January  24,  1996,
           Commission File No. 001-04300)

4.5        Apache  Corporation 2005 Share  Appreciation Plan (incorporated by reference to Appendix C to the
           Proxy  Statement  relating to Apache's  2005 annual  meeting of  stockholders,  as filed with the
           Commission on March 28, 2005, Commission File No. 001-04300)

*5.1       Opinion of Andrews Kurth LLP regarding legality of securities being registered

*23.1      Consent of Ernst & Young LLP

*23.2      Consent of Ryder Scott Company, L.P.

*23.3      Consent of Andrews Kurth LLP (included in Exhibit 5.1)

*24.1      Power of Attorney (included on signature page)
</TABLE>

----------------
*Filed herewith

                                      II-4
<PAGE>

ITEM 9. UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the
      Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the
      effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement;

      (iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement relating to the securities offered
herein shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.

      (6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      II-5
<PAGE>

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-6
<PAGE>

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas.

                                            APACHE CORPORATION

Date:   May 25, 2005                     By: /s/ G. Steven Farris
                                             --------------------------------
                                             G. Steven Farris,
                                             President, Chief Executive Officer,
                                             and Chief Operating Officer

                                POWER OF ATTORNEY

The undersigned directors and officers of Apache Corporation do hereby
constitute and appoint G. Steven Farris, Roger B. Plank, P. Anthony Lannie, and
Jeffrey B. King, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any
and all amendments (including post-effective amendments) to this Registration
Statement; and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons, in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
       SIGNATURE                                 TITLE                             DATE
------------------------          ----------------------------------            ------------
<S>                               <C>                                           <C>
/s/ G. Steven Farris              Director;
------------------------          President, Chief Executive Officer,
G. Steven Farris                  and Chief Operating Officer
                                  (Principal Executive Officer)
                                                                                May 25, 2005

/s/ Roger B. Plank                Executive Vice President and
------------------------          Chief Financial Officer
Roger B. Plank                    (Principal Financial Officer)
                                                                                May 25, 2005

/s/ Thomas L. Mitchell            Vice President and
------------------------          Controller
Thomas L. Mitchell                (Principal Accounting Officer)
                                                                                May 25, 2005
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       SIGNATURE                              TITLE                         DATE
-------------------------         ---------------------------            ------------
<S>                               <C>                                    <C>
/s/ Raymond Plank                 Director and
-------------------------         Chairman of the Board                  May 25, 2005
Raymond Plank

/s/ Frederick M. Bohen            Director
-------------------------
Frederick M. Bohen                                                       May 25, 2005

/s/ Randolph M. Ferlic            Director
-------------------------
Randolph M. Ferlic                                                       May 25, 2005

/s/ Eugene C. Fiedorek            Director
-------------------------
Eugene C. Fiedorek                                                       May 25, 2005

/s/ A. D. Frazier, Jr.            Director
-------------------------
A. D. Frazier, Jr.                                                       May 25, 2005

/s/ Patricia Albjerg Graham       Director
-------------------------
Patricia Albjerg Graham                                                  May 25, 2005

/s/ John A. Kocur                 Director
-------------------------
John A. Kocur                                                            May 25, 2005

/s/ George D. Lawrence            Director
-------------------------
George D. Lawrence                                                       May 25, 2005

/s/ F. H. Merelli                 Director
-------------------------
F. H. Merelli                                                            May 25, 2005

/s/ Rodman D. Patton              Director
-------------------------
Rodman D. Patton                                                         May 25, 2005

/s/ Charles J. Pitman             Director
-------------------------
Charles J. Pitman                                                        May 25, 2005

/s/ Jay A. Precourt               Director
-------------------------
Jay A. Precourt                                                          May 25, 2005
</TABLE>

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                 DESCRIPTION OF EXHIBIT
-------           -------------------------------------------------------------------------------------------------
<S>               <C>
    4.1           Restated  Certificate  of  Incorporation  of Apache  Corporation  (incorporated  by  reference to
                  Exhibit 3.1 to Apache's  Annual  Report on Form 10-K for the year ended  December  31,  2003,  as
                  filed with the Commission on March 12, 2004, Commission File No. 001-04300)

    4.2           Bylaws of Apache  Corporation,  as amended February 5, 2004 (incorporated by reference to Exhibit
                  3.2 to Apache's  Annual  Report on Form 10-K for the year ended  December 31, 2003, as filed with
                  the Commission on March 12, 2004, Commission File No. 001-04300)

    4.3           Form of Certificate for  Registrant's  Common Stock  (incorporated by reference to Exhibit 4.1 to
                  Apache's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2004, as filed with the
                  Commission on May 10, 2004, Commission File No. 001-04300)

    4.4           Rights  Agreement,   dated  January  31,  1996,  between  Apache  Corporation  and  Norwest  Bank
                  Minnesota,  N.A.,  as  rights  agent  (incorporated  by  reference  to  Exhibit  (a) to  Apache's
                  Registration  Statement  on Form  8-A,  as  filed  with  the  Commission  on  January  24,  1996,
                  Commission File No. 001-04300)

   4.5            Apache  Corporation 2005 Share  Appreciation Plan (incorporated by reference to Appendix C to the
                  Proxy  Statement  relating to Apache's  2005 annual  meeting of  stockholders,  as filed with the
                  Commission on March 28, 2005, Commission File No. 001-04300)

  *5.1            Opinion of Andrews Kurth LLP regarding legality of securities being registered

 *23.1            Consent of Ernst & Young LLP

 *23.2            Consent of Ryder Scott Company, L.P.

 *23.3            Consent of Andrews Kurth LLP (included in Exhibit 5.1)

 *24.1            Power of Attorney (included on signature page)
</TABLE>

-------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "h25848sv8.txt", "description": "APACHE CORPORATION", "secsgml_size_bytes": 29954}]
{"company-data": {"conformed-name": "APACHE CORP", "cik": "0000006769", "assigned-sic": "1311", "irs-number": "410747868", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125232", "film-number": "05857056"}, "business-address": {"street1": "2000 POST OAK BLVD", "street2": "ONE POST OAK CENTER STE 100", "city": "HOUSTON", "state": "TX", "zip": "77056-4400", "phone": "7132966000"}, "mail-address": {"street1": "2000 POST OAK BLVD", "street2": "STE 100", "city": "HOUSTON", "state": "TX", "zip": "77056-4400"}, "former-company": {"former-conformed-name": "APACHE OIL CORP", "date-changed": "19660830"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 2005

                                               REGISTRATION NO. 333 - __________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               APACHE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                      NO. 41-0747868
(STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)

          2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               APACHE CORPORATION
                          2005 SHARE APPRECIATION PLAN
                            (FULL TITLE OF THE PLAN)

          P. ANTHONY LANNIE, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               APACHE CORPORATION
          2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000
   (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                          CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of                                             Proposed Maximum       Proposed Maximum
Securities to be                 Amount to be      Offering Price Per     Aggregate Offering       Amount of Registration
Registered (1)                  Registered (2)         Share (3)               Price (3)                  Fee (3)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.625 per share,
and associated Preferred
Stock Purchase Rights (4)      3,500,000 shares          $55.56              $194,460,000                 $22,888
==========================================================================================================================
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.

(2)   In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
      this registration statement also covers any additional shares of Common
      Stock which become issuable pursuant to the employee benefit plan
      described herein by reason of any stock dividend, stock split,
      recapitalization, or other similar transaction.

(3)   Estimated solely for the purpose of calculating the registration fee.
      Pursuant to Rules 457(c) and 457(h), the offering price and registration
      fee are computed on the basis of the average of the high and low prices of
      the Common Stock, as reported on The New York Stock Exchange, Inc.
      Composite Transactions Reporting System for May 23, 2005.

(4)   Preferred Stock Purchase Rights are evidenced by certificates for shares
      of the Common Stock and automatically trade with the Common Stock. Value
      attributable to such Preferred Stock Purchase Rights, if any, is reflected
      in the market price of the Common Stock.
INTRODUCTION

This registration statement on Form S-8 is being filed by the registrant, Apache
Corporation ("Apache" or the "Registrant"), for the purpose of registering
3,500,000 shares of Apache common stock, par value $0.625 per share ("Apache
Common Stock"), for issuance under the terms of the Apache Corporation's 2005
Share Appreciation Plan. Such 3,500,000 shares of Apache Common Stock have been
reserved and authorized for issuance from Apache's authorized and unissued
capital stock.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Apache with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), Commission File No. 001-04300, are incorporated
by reference into this Registration Statement:

      (1)   Annual Report on Form 10-K for the year ended December 31, 2004,
            filed with the Commission on March 16, 2005.

      (2)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
            filed with the Commission on May 10, 2005.

      (3)   All documents subsequently filed by the Registrant pursuant to
            Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered have been sold or which deregisters all
            securities then remaining unsold, shall be deemed to be incorporated
            by reference in this Registration Statement and to be a part hereof
            from the date of filing of such documents.

The descriptions set forth below of the common stock of Apache, par value $0.625
per share ("Apache Common Stock"), the preferred stock and the Rights (as
defined below) constitute brief summaries of certain provisions of Apache's
Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement
between Apache and Wells Fargo Bank, N.A. ("Wells Fargo"), formerly Norwest Bank
Minnesota, N.A., and are qualified in their entirety by reference to the
relevant provisions of such documents, all of which are listed under Item 8 as
exhibits to this Registration Statement and are incorporated herein by
reference.

APACHE COMMON STOCK

      All outstanding shares of Apache Common Stock are fully paid and
nonassessable, and all holders of Apache Common Stock have full voting rights
and are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. The Board of Directors of Apache is
classified into three groups of approximately equal size, one-third elected each
year. Stockholders do not have the right to cumulate votes in the election of
directors and have no preemptive or subscription rights. Apache Common Stock is
neither redeemable nor convertible, and there are no sinking fund provisions
relating to such stock.

      Subject to preferences that may be applicable to any shares of preferred
stock outstanding at the time, holders of Apache Common Stock are entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefor and are entitled, in the event of liquidation, to share
ratably in all assets remaining after payment of liabilities.

      Apache's current policy is to reserve one ten-thousandth (1/10,000) of a
share of Series A Preferred Stock (as defined below) for each 2.31 shares of
Apache Common Stock issued in order to provide for possible exercises of Rights
(as defined below) under Apache's existing Rights Agreement.

                                      II-1
The currently outstanding Apache Common Stock and the Rights (as defined
below) under Apache's existing Rights Agreement are listed on the New York Stock
Exchange and the Chicago Stock Exchange and quoted on the NASDAQ National
Market. Wells Fargo is the transfer agent and registrar for Apache Common Stock.

      Apache typically mails its annual report to stockholders within 120 days
after the end of its fiscal year. Notices of stockholder meetings are mailed to
record holders of Apache Common Stock at their addresses shown on the books of
the transfer agent and registrar.

PREFERRED STOCK

      Apache has five million shares of no par preferred stock authorized, of
which (i) 25,000 shares have been designated Series A Junior Participating
Preferred Stock ("Series A Preferred Stock") and authorized for issuance
pursuant to the Rights (as defined below) that trade with Apache Common Stock,
and (ii) 100,000 shares have been designated 5.68% Cumulative Preferred Stock,
Series B ("Series B Preferred Stock"). A total of 100,000 shares of Series B
Preferred Stock are currently outstanding, and shares of Series A Preferred
Stock have been reserved for issuance in accordance with the Rights Agreement
relating to the Rights. Additional shares of preferred stock may be authorized
for issuance and issued by the Board of Directors with such voting powers and in
such classes and series, and with such designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof (including conversion into or exchange for Apache Common
Stock or other securities of Apache or its subsidiaries), as may be stated and
expressed in the resolution or resolutions providing for the issuance of such
preferred stock adopted by the Board of Directors providing for the issuance of
such preferred stock.

RIGHTS

      In December 1995, Apache declared a dividend of one right (a "Right") for
each 2.31 shares (adjusted for the ten and five percent stock dividends) of
Apache Common Stock outstanding on January 31, 1996. Each full Right entitles
the registered holder to purchase from Apache one ten-thousandth (1/10,000) of a
share of Series A Preferred Stock at a price of $100 per one ten-thousandth of a
share, subject to adjustment. The Rights are exercisable ten calendar days
following a public announcement that certain persons or groups have acquired 20
percent or more of the outstanding shares of Apache Common Stock or ten business
days following commencement of an offer for 30 percent or more of the
outstanding shares of Apache Common Stock. Unless and until the Rights become
exercisable, they will be transferred with and only with the shares of Apache
Common Stock.

      In addition, if a person or group becomes the beneficial owner of 20
percent or more of the outstanding shares of Apache Common Stock (a "flip in
event"), each Right will become exercisable for shares of Apache Common Stock at
50 percent of the then market price of Apache Common Stock. If a 20-percent
stockholder of Apache acquires Apache, by merger or otherwise, in a transaction
where Apache does not survive or in which Apache Common Stock is changed or
exchanged (a "flip over event"), the Rights become exercisable for shares of the
common stock of the corporation acquiring Apache at 50 percent of the then
market price of Apache Common Stock. Any Rights that are or were beneficially
owned by a person who has acquired 20 percent or more of the outstanding shares
of Apache Common Stock, and who engages in certain transactions or realizes the
benefits of certain transactions with Apache, will become void. If an offer to
acquire all of the outstanding shares of Apache Common Stock is determined to be
fair by Apache's board of directors, the transaction will not trigger a flip in
event or a flip over event. Apache may also redeem the Rights at $.01 per Right
at any time until ten business days after public announcement of a flip in
event. The Rights will expire on January 31, 2006, unless earlier redeemed by
Apache. Unless the Rights have been previously redeemed, all shares of Apache
Common Stock issued by Apache after January 31, 1996, will include Rights,
including the Apache Common Stock issuable under the terms of the Apache
Corporation 2005 Share Appreciation Plan.

                                      II-2
ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
authorizes a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
because the person is or was a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the suit or proceeding if the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful. Similar indemnity
is authorized against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any pending, completed or
threatened action or suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) the person shall not have been adjudged liable to the
corporation. The indemnification may be made only as authorized in each specific
case upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.

      Section 145 of the DGCL further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him. Apache maintains
policies insuring the officers and directors of Apache and its subsidiaries
against certain liabilities for actions taken in their capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

      Article VII of Apache's Bylaws provides, in substance, that directors,
officers, employees and agents of Apache shall be indemnified to the extent
permitted by Section 145 of the DGCL. Additionally, the Seventeenth Article of
Apache's Restated Certificate of Incorporation eliminates in certain
circumstances the monetary liability of directors of Apache for a breach of
their fiduciary duty as directors. These provisions do not eliminate the
liability of a director (i) for a breach of a director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions by a director not in
good faith; (iii) for acts or omissions by a director involving intentional
misconduct or a knowing violation of the law; (iv) under Section 174 of the DGCL
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the DGCL); and (v) for transactions from which the director
derived an improper personal benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      II-3
ITEM 8.  EXHIBITS.

The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER                                           DESCRIPTION OF EXHIBIT
------     -------------------------------------------------------------------------------------------------
4.1        Restated  Certificate  of  Incorporation  of Apache  Corporation  (incorporated  by  reference to
           Exhibit 3.1 to Apache's  Annual  Report on Form 10-K for the year ended  December  31,  2003,  as
           filed with the Commission on March 12, 2004, Commission File No. 001-04300)

4.2        Bylaws of Apache  Corporation,  as amended February 5, 2004 (incorporated by reference to Exhibit
           3.2 to Apache's  Annual  Report on Form 10-K for the year ended  December 31, 2003, as filed with
           the Commission on March 12, 2004, Commission File No. 001-04300)

4.3        Form of Certificate for  Registrant's  Common Stock  (incorporated by reference to Exhibit 4.1 to
           Apache's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2004, as filed with the
           Commission on May 10, 2004, Commission File No. 001-04300)

4.4        Rights  Agreement,   dated  January  31,  1996,  between  Apache  Corporation  and  Norwest  Bank
           Minnesota,  N.A.,  as  rights  agent  (incorporated  by  reference  to  Exhibit  (a) to  Apache's
           Registration  Statement  on Form  8-A,  as  filed  with  the  Commission  on  January  24,  1996,
           Commission File No. 001-04300)

4.5        Apache  Corporation 2005 Share  Appreciation Plan (incorporated by reference to Appendix C to the
           Proxy  Statement  relating to Apache's  2005 annual  meeting of  stockholders,  as filed with the
           Commission on March 28, 2005, Commission File No. 001-04300)

*5.1       Opinion of Andrews Kurth LLP regarding legality of securities being registered

*23.1      Consent of Ernst & Young LLP

*23.2      Consent of Ryder Scott Company, L.P.

*23.3      Consent of Andrews Kurth LLP (included in Exhibit 5.1)

*24.1      Power of Attorney (included on signature page)
----------------
*Filed herewith

                                      II-4
ITEM 9. UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the
      Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the
      effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement;

      (iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or any
      material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement relating to the securities offered
herein shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.

      (6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      II-5
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas.

                                            APACHE CORPORATION

Date:   May 25, 2005                     By: /s/ G. Steven Farris
                                             --------------------------------
                                             G. Steven Farris,
                                             President, Chief Executive Officer,
                                             and Chief Operating Officer

                                POWER OF ATTORNEY

The undersigned directors and officers of Apache Corporation do hereby
constitute and appoint G. Steven Farris, Roger B. Plank, P. Anthony Lannie, and
Jeffrey B. King, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any
and all amendments (including post-effective amendments) to this Registration
Statement; and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons, in the capacities and on the
dates indicated.
SIGNATURE                                 TITLE                             DATE
------------------------          ----------------------------------            ------------
/s/ G. Steven Farris              Director;
------------------------          President, Chief Executive Officer,
G. Steven Farris                  and Chief Operating Officer
                                  (Principal Executive Officer)
                                                                                May 25, 2005

/s/ Roger B. Plank                Executive Vice President and
------------------------          Chief Financial Officer
Roger B. Plank                    (Principal Financial Officer)
                                                                                May 25, 2005

/s/ Thomas L. Mitchell            Vice President and
------------------------          Controller
Thomas L. Mitchell                (Principal Accounting Officer)
                                                                                May 25, 2005
SIGNATURE                              TITLE                         DATE
-------------------------         ---------------------------            ------------
/s/ Raymond Plank                 Director and
-------------------------         Chairman of the Board                  May 25, 2005
Raymond Plank

/s/ Frederick M. Bohen            Director
-------------------------
Frederick M. Bohen                                                       May 25, 2005

/s/ Randolph M. Ferlic            Director
-------------------------
Randolph M. Ferlic                                                       May 25, 2005

/s/ Eugene C. Fiedorek            Director
-------------------------
Eugene C. Fiedorek                                                       May 25, 2005

/s/ A. D. Frazier, Jr.            Director
-------------------------
A. D. Frazier, Jr.                                                       May 25, 2005

/s/ Patricia Albjerg Graham       Director
-------------------------
Patricia Albjerg Graham                                                  May 25, 2005

/s/ John A. Kocur                 Director
-------------------------
John A. Kocur                                                            May 25, 2005

/s/ George D. Lawrence            Director
-------------------------
George D. Lawrence                                                       May 25, 2005

/s/ F. H. Merelli                 Director
-------------------------
F. H. Merelli                                                            May 25, 2005

/s/ Rodman D. Patton              Director
-------------------------
Rodman D. Patton                                                         May 25, 2005

/s/ Charles J. Pitman             Director
-------------------------
Charles J. Pitman                                                        May 25, 2005

/s/ Jay A. Precourt               Director
-------------------------
Jay A. Precourt                                                          May 25, 2005
INDEX TO EXHIBITS
EXHIBIT
NUMBER                                                 DESCRIPTION OF EXHIBIT
-------           -------------------------------------------------------------------------------------------------
4.1           Restated  Certificate  of  Incorporation  of Apache  Corporation  (incorporated  by  reference to
                  Exhibit 3.1 to Apache's  Annual  Report on Form 10-K for the year ended  December  31,  2003,  as
                  filed with the Commission on March 12, 2004, Commission File No. 001-04300)

    4.2           Bylaws of Apache  Corporation,  as amended February 5, 2004 (incorporated by reference to Exhibit
                  3.2 to Apache's  Annual  Report on Form 10-K for the year ended  December 31, 2003, as filed with
                  the Commission on March 12, 2004, Commission File No. 001-04300)

    4.3           Form of Certificate for  Registrant's  Common Stock  (incorporated by reference to Exhibit 4.1 to
                  Apache's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2004, as filed with the
                  Commission on May 10, 2004, Commission File No. 001-04300)

    4.4           Rights  Agreement,   dated  January  31,  1996,  between  Apache  Corporation  and  Norwest  Bank
                  Minnesota,  N.A.,  as  rights  agent  (incorporated  by  reference  to  Exhibit  (a) to  Apache's
                  Registration  Statement  on Form  8-A,  as  filed  with  the  Commission  on  January  24,  1996,
                  Commission File No. 001-04300)

   4.5            Apache  Corporation 2005 Share  Appreciation Plan (incorporated by reference to Appendix C to the
                  Proxy  Statement  relating to Apache's  2005 annual  meeting of  stockholders,  as filed with the
                  Commission on March 28, 2005, Commission File No. 001-04300)

  *5.1            Opinion of Andrews Kurth LLP regarding legality of securities being registered

 *23.1            Consent of Ernst & Young LLP

 *23.2            Consent of Ryder Scott Company, L.P.

 *23.3            Consent of Andrews Kurth LLP (included in Exhibit 5.1)

 *24.1            Power of Attorney (included on signature page)
-------------------
*Filed herewith