<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1996
                                                     REGISTRATION NO. 333-______
================================================================================

                       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
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                       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)

    THE PHOENIX RESOURCE COMPANIES, INC. 1990 EMPLOYEE STOCK OPTION PLAN
            THE PHOENIX RESOURCE COMPANIES, INC. 1990 NONEMPLOYEE
                         DIRECTOR STOCK OPTION PLAN
 THE PHOENIX RESOURCE COMPANIES, INC. NONEMPLOYEE DIRECTOR COMPENSATION PLAN
                         (FULL TITLES OF THE PLANS)

                              Z.S. KOBIASHVILI
                     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             Registered          Share (1)              Price (1)                  Fee (1)
------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                <C>                         <C>
   Common Stock, par
value $1.25 per share,     921,000 shares          $27.75             $25,557,750                 $8,813
    and associated              (3)
    Preferred Stock
  Purchase Rights (2)
==================================================================================================================
</TABLE>

(1)      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 15,
         1996; however such fee shall not be less than $100.
(2)      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.
(3)      Number of shares of the Common Stock required to cover the stock
         options and rights to acquire stock granted under the above-named
         plans and assumed by the registrant pursuant to the Agreement and Plan
         of Merger, dated March 27, 1996, among Apache Corporation, YPY
         Acquisitions, Inc. and The Phoenix Resource Companies, Inc.
<PAGE>   2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

         (1)  The Annual Report of Apache Corporation (the "Registrant" or
"Apache") on Form 10-K for the fiscal year ended December 31, 1995, the
Registrant's Current Report on Form 8-K dated March 27, 1996, as amended, and
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996.

         (2)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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, par value $1.25 per share
("Apache Common Stock"), of Apache, 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 Norwest Bank Minnesota, N. A.  ("Norwest"), 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 share of Apache
Common Stock issued in order to provide for possible exercises of Rights (as
defined below) under Apache's existing Rights Agreement.

         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.

         Norwest is the transfer agent and registrar for Apache Common Stock.





                                      II-1
<PAGE>   3
         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 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.
No preferred stock is currently outstanding; however, shares of Series A
Preferred Stock have been reserved for issuance in accordance with the Rights
Agreement relating to the Rights.  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 outstanding share of Apache Common Stock effective January 31, 1996.
Each 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.  If Apache engages in certain business
combinations or a 20-percent stockholder engages in certain transactions with
Apache, the Rights become exercisable for Apache Common Stock or the common
stock of the corporation acquiring Apache (as the case may be) at 50 percent of
the then-market price.  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.  Apache may redeem the
Rights at $.01 per Right at any time until ten business days after public
announcement that a person has acquired 20 percent or more of the outstanding
shares of Apache Common Stock.  Unless the Rights have been previously
redeemed, all shares of Apache Common Stock will include Rights, including the
Apache Common Stock issuable under the terms of certain stock options and
rights to acquire stock assumed by the registrant pursuant to the Agreement and
Plan of Merger, dated March 27, 1996, among Apache, YPY Acquisitions, Inc. and
The Phoenix Resource Companies, Inc. ("Phoenix").

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.





                                      II-2
<PAGE>   4
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 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>   5
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 fiscal year ended December 31,
                 1993, Commission File No.  1-4300)

4.2              Certificate of Ownership and Merger Merging Apache Energy
                 Resources Corporation into Registrant, effective December 31,
                 1995, as filed with the Secretary of State of Delaware on
                 December 21, 1995 (incorporated by reference to Exhibit 3.2 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1995, Commission File No. 1-4300)

4.3              Certificate of Designations, Preferences and Rights of Series
                 A Junior Participating Preferred Stock of Registrant,
                 effective January 31, 1996, as filed with the Secretary of
                 State of Delaware on January 22, 1996 (incorporated by
                 reference to Exhibit 3.3 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

*4.4             Bylaws of Apache Corporation dated May 2, 1996

4.5              Form of Apache Common Stock Certificate (incorporated by
                 reference to Exhibit 4.1 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

4.6              Rights Agreement dated as of January 31, 1996, between Apache
                 and Norwest Bank Minnesota, N.A., rights agent, relating to
                 the declaration of a Rights dividend to the holders of Apache
                 Common Stock of record on January 31, 1996 (incorporated by
                 reference to Exhibit (a) to Apache's Registration Statement on
                 Form 8-A, Commission File No. 1-4300)

4.7              Indenture dated as of May 15, 1992, among Apache and Norwest
                 Bank Minnesota, N.A. as trustee, relating to Apache's 9.25%
                 Notes due 2002 (incorporated by reference to Exhibit 4.01 to
                 Apache's Registration Statement on Form S-3, Registration No.
                 33-47363, filed with the Commission on April 21, 1992)

4.8              Fiscal Agency Agreement dated as of January 4, 1995, between
                 Apache and Chemical Bank, as fiscal agent, relating to
                 Apache's 6% Convertible Subordinated Debentures due 2002
                 (incorporated by reference to Exhibit 99.2 to Apache's Current
                 Report on Form 8-K/A dated December 6, 1994, Commission File
                 No. 1- 4300)

4.9              Agreement and Plan of Merger among Apache, YPY Acquisitions,
                 Inc. and Phoenix, dated March 27, 1996 (incorporated by
                 reference to Exhibit 2.1 to Apache's Registration Statement on
                 Form    S-4, Registration No. 333-02305, filed April 5, 1996)

4.10             Phoenix's 1990 Employee Stock Option Plan (incorporated by
                 reference to Exhibit 10(a)(1) to Phoenix's Annual Report on
                 Form 10-K for the year ended December 31, 1989, Commission
                 File No. 1-547)

4.11             Phoenix's 1990 Employee Stock Option Plan, as amended through
                 May 9, 1995 (incorporated by reference to Exhibit 10(a)(2) to
                 Phoenix's Annual Report on Form 10-K for the year ended
                 December 31, 1995, Commission File No. 1-547)

4.12             Phoenix's 1990 Nonemployee Director Stock Option Plan, as
                 amended through May 11, 1994 (incorporated by reference to
                 Exhibit 10(a)(2) to Phoenix's Annual Report on Form 10-K for
                 the year ended December 31, 1994, Commission File No. 1-547)





                                      II-4
<PAGE>   6
4.13             Phoenix's Nonemployee Director Compensation Plan 
                 (incorporated by reference to Exhibit 99 to Phoenix's 
                 Quarterly Report on Form 10-Q for the quarter ended 
                 September 30, 1995, Commission File No. 1-547)

 *5.1            Opinion of legal counsel regarding legality of securities
                 being registered

*23.1            Consent of Arthur Andersen LLP

 23.2            Consent of legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

24.1            Power of Attorney included in Part II of the Registration
                Statement *Filed herewith

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
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed 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.

(b)      The undersigned Registrant hereby undertakes 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 shall be deemed to be a new registration statement





                                      II-5
<PAGE>   7
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.

(c)      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>   8
                                   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 20, 1996                     By: /s/ Raymond Plank
                                            -----------------
                                            Raymond Plank,
                                            Chairman and Chief Executive Officer


                               POWER OF ATTORNEY

         The officers and directors of Apache Corporation do hereby constitute
and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and Mark A.
Jackson, 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/ Raymond Plank                                  Chairman and Chief
---------------------------------                   Executive Officer             
Raymond Plank                                        (Principal Executive Officer)                 May 20, 1996

/s/ Mark A. Jackson                                Vice President and Chief
---------------------------------                   Financial Officer                
Mark A. Jackson                                      (Principal Financial Officer)                 May 20, 1996

/s/ Thomas L. Mitchell                             Controller and Chief
---------------------------------                   Accounting Officer               
Thomas L. Mitchell                                   (Principal Accounting Officer)                May 20, 1996
</TABLE>


<PAGE>   9
<TABLE>
<CAPTION>
SIGNATURE                                          TITLE                                               DATE
---------                                          -----                                               ----
<S>                                                <C>                                             <C>
/s/ Frederick M. Bohen                             Director                                        May 20, 1996      
---------------------------------                                                                                    
Frederick M. Bohen                                                                                                   
                                                                                                                     
                                                                                                                     
/s/ Virgil B. Day                                  Director                                        May 20, 1996      
---------------------------------                                                                                    
Virgil B. Day                                                                                                        
                                                                                                                     
                                                                                                                     
/s/ G. Steven Farris                               Director                                        May 20, 1996      
---------------------------------                                                                                    
G. Steven Farris                                                                                                     
                                                                                                                     
                                                                                                                     
/s/ Randolph M. Ferlic                             Director                                        May 20, 1996      
---------------------------------                                                                                    
Randolph M. Ferlic                                                                                                   
                                                                                                                     
                                                                                                                     
/s/ Eugene C. Fiedorek                             Director                                        May 20, 1996      
---------------------------------                                                                                    
Eugene C. Fiedorek                                                                                                   
                                                                                                                     
                                                                                                                     
/s/ W. Brooks Fields                               Director                                        May 20, 1996      
---------------------------------                                                                                    
W. Brooks Fields                                                                                                     
                                                                                                                     
                                                                                                                     
/s/ Robert V. Gisselbeck                           Director                                        May 20, 1996      
---------------------------------                                                                                    
Robert V. Gisselbeck                                                                                                 
                                                                                                                     
                                                                                                                     
/s/ Stanley K. Hathaway                            Director                                        May 20, 1996      
---------------------------------                                                                                    
Stanley K. Hathaway                                                                                                  
                                                                                                                     
                                                                                                                     
/s/ John A. Kocur                                  Director                                        May 20, 1996      
---------------------------------                                                                                    
John A. Kocur                                                                                                        
                                                                                                                     
                                                                                                                     
/s/ Joseph A. Rice                                 Director                                        May 20, 1996      
---------------------------------                                                                                    
Joseph A. Rice                                                                                                       
                                                                                                                     
                                                                                                                     
/s/ Mary Ralph Lowe                                Director                                        May 20, 1996      
---------------------------------                                                                                    
Mary Ralph Lowe                                                                                                      
</TABLE>

<PAGE>   10
                               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 fiscal year ended December 31,
                 1993, Commission File No.  1-4300)

 4.2             Certificate of Ownership and Merger Merging Apache Energy
                 Resources Corporation into Registrant, effective December 31,
                 1995, as filed with the Secretary of State of Delaware on
                 December 21, 1995 (incorporated by reference to Exhibit 3.2 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1995, Commission File No. 1-4300)

 4.3             Certificate of Designations, Preferences and Rights of Series
                 A Junior Participating Preferred Stock of Registrant,
                 effective January 31, 1996, as filed with the Secretary of
                 State of Delaware on January 22, 1996 (incorporated by
                 reference to Exhibit 3.3 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

*4.4             Bylaws of Apache Corporation dated May 2, 1996

 4.5             Form of Apache Common Stock Certificate (incorporated by
                 reference to Exhibit 4.1 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

 4.6             Rights Agreement dated as of January 31, 1996, between Apache
                 and Norwest Bank Minnesota, N.A., rights agent, relating to
                 the declaration of a Rights dividend to the holders of Apache
                 Common Stock of record on January 31, 1996 (incorporated by
                 reference to Exhibit (a) to Apache's Registration Statement on
                 Form 8-A, Commission File No. 1-4300)

 4.7             Indenture dated as of May 15, 1992, among Apache and Norwest
                 Bank Minnesota, N.A. as trustee, relating to Apache's 9.25%
                 Notes due 2002 (incorporated by reference to Exhibit 4.01 to
                 Apache's Registration Statement on Form S-3, Registration No.
                 33-47363, filed with the Commission on April 21, 1992)

 4.8             Fiscal Agency Agreement dated as of January 4, 1995, between
                 Apache and Chemical Bank, as fiscal agent, relating to
                 Apache's 6% Convertible Subordinated Debentures due 2002
                 (incorporated by reference to Exhibit 99.2 to Apache's Current
                 Report on Form 8-K/A dated December 6, 1994, Commission File
                 No. 1- 4300)

 4.9             Agreement and Plan of Merger among Apache, YPY Acquisitions,
                 Inc. and Phoenix, dated March 27, 1996 (incorporated by
                 reference to Exhibit 2.1 to Apache's Registration Statement on
                 Form  S-4, Registration No. 333-02305, filed April 5, 1996)

4.10             Phoenix's 1990 Employee Stock Option Plan (incorporated by
                 reference to Exhibit 10(a)(1) to Phoenix's Annual Report on
                 Form 10-K for the year ended December 31, 1989, Commission
                 File No. 1-547)

4.11             Phoenix's 1990 Employee Stock Option Plan, as amended through
                 May 9, 1995 (incorporated by reference to Exhibit 10(a)(2) to
                 Phoenix's Annual Report on Form 10-K for the year ended
                 December 31, 1995, Commission File No. 1-547)

4.12             Phoenix's 1990 Nonemployee Director Stock Option Plan, as
                 amended through May 11, 1994 (incorporated by reference to
                 Exhibit 10(a)(2) to Phoenix's Annual Report on Form 10-K for
                 the year ended December 31, 1994, Commission File No. 1-547)


 4.13            Phoenix's Nonemployee Director Compensation Plan 
                 (incorporated by reference to Exhibit 99 to Phoenix's 
                 Quarterly Report on Form 10-Q for the quarter ended 
                 September 30, 1995, Commission File No. 1-547)

 *5.1            Opinion of legal counsel regarding legality of securities
                 being registered

*23.1            Consent of Arthur Andersen LLP

 23.2            Consent of legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

 24.1            Power of Attorney included in Part II of the Registration
                 Statement *Filed herewith
[{"type": "S-8", "sequence": "1", "description": "APACHE CORP FORM S-8", "secsgml_size_bytes": 37407}]
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1996
                                                     REGISTRATION NO. 333-______
================================================================================

                       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
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                       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)

    THE PHOENIX RESOURCE COMPANIES, INC. 1990 EMPLOYEE STOCK OPTION PLAN
            THE PHOENIX RESOURCE COMPANIES, INC. 1990 NONEMPLOYEE
                         DIRECTOR STOCK OPTION PLAN
 THE PHOENIX RESOURCE COMPANIES, INC. NONEMPLOYEE DIRECTOR COMPENSATION PLAN
                         (FULL TITLES OF THE PLANS)

                              Z.S. KOBIASHVILI
                     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             Registered          Share (1)              Price (1)                  Fee (1)
------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.25 per share,     921,000 shares          $27.75             $25,557,750                 $8,813
    and associated              (3)
    Preferred Stock
  Purchase Rights (2)
==================================================================================================================
(1)      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 15,
         1996; however such fee shall not be less than $100.
(2)      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.
(3)      Number of shares of the Common Stock required to cover the stock
         options and rights to acquire stock granted under the above-named
         plans and assumed by the registrant pursuant to the Agreement and Plan
         of Merger, dated March 27, 1996, among Apache Corporation, YPY
         Acquisitions, Inc. and The Phoenix Resource Companies, Inc.
2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

         (1)  The Annual Report of Apache Corporation (the "Registrant" or
"Apache") on Form 10-K for the fiscal year ended December 31, 1995, the
Registrant's Current Report on Form 8-K dated March 27, 1996, as amended, and
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996.

         (2)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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, par value $1.25 per share
("Apache Common Stock"), of Apache, 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 Norwest Bank Minnesota, N. A.  ("Norwest"), 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 share of Apache
Common Stock issued in order to provide for possible exercises of Rights (as
defined below) under Apache's existing Rights Agreement.

         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.

         Norwest is the transfer agent and registrar for Apache Common Stock.

                                      II-1
3
         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 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.
No preferred stock is currently outstanding; however, shares of Series A
Preferred Stock have been reserved for issuance in accordance with the Rights
Agreement relating to the Rights.  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 outstanding share of Apache Common Stock effective January 31, 1996.
Each 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.  If Apache engages in certain business
combinations or a 20-percent stockholder engages in certain transactions with
Apache, the Rights become exercisable for Apache Common Stock or the common
stock of the corporation acquiring Apache (as the case may be) at 50 percent of
the then-market price.  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.  Apache may redeem the
Rights at $.01 per Right at any time until ten business days after public
announcement that a person has acquired 20 percent or more of the outstanding
shares of Apache Common Stock.  Unless the Rights have been previously
redeemed, all shares of Apache Common Stock will include Rights, including the
Apache Common Stock issuable under the terms of certain stock options and
rights to acquire stock assumed by the registrant pursuant to the Agreement and
Plan of Merger, dated March 27, 1996, among Apache, YPY Acquisitions, Inc. and
The Phoenix Resource Companies, Inc. ("Phoenix").

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-2
4
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 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
5
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 fiscal year ended December 31,
                 1993, Commission File No.  1-4300)

4.2              Certificate of Ownership and Merger Merging Apache Energy
                 Resources Corporation into Registrant, effective December 31,
                 1995, as filed with the Secretary of State of Delaware on
                 December 21, 1995 (incorporated by reference to Exhibit 3.2 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1995, Commission File No. 1-4300)

4.3              Certificate of Designations, Preferences and Rights of Series
                 A Junior Participating Preferred Stock of Registrant,
                 effective January 31, 1996, as filed with the Secretary of
                 State of Delaware on January 22, 1996 (incorporated by
                 reference to Exhibit 3.3 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

*4.4             Bylaws of Apache Corporation dated May 2, 1996

4.5              Form of Apache Common Stock Certificate (incorporated by
                 reference to Exhibit 4.1 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

4.6              Rights Agreement dated as of January 31, 1996, between Apache
                 and Norwest Bank Minnesota, N.A., rights agent, relating to
                 the declaration of a Rights dividend to the holders of Apache
                 Common Stock of record on January 31, 1996 (incorporated by
                 reference to Exhibit (a) to Apache's Registration Statement on
                 Form 8-A, Commission File No. 1-4300)

4.7              Indenture dated as of May 15, 1992, among Apache and Norwest
                 Bank Minnesota, N.A. as trustee, relating to Apache's 9.25%
                 Notes due 2002 (incorporated by reference to Exhibit 4.01 to
                 Apache's Registration Statement on Form S-3, Registration No.
                 33-47363, filed with the Commission on April 21, 1992)

4.8              Fiscal Agency Agreement dated as of January 4, 1995, between
                 Apache and Chemical Bank, as fiscal agent, relating to
                 Apache's 6% Convertible Subordinated Debentures due 2002
                 (incorporated by reference to Exhibit 99.2 to Apache's Current
                 Report on Form 8-K/A dated December 6, 1994, Commission File
                 No. 1- 4300)

4.9              Agreement and Plan of Merger among Apache, YPY Acquisitions,
                 Inc. and Phoenix, dated March 27, 1996 (incorporated by
                 reference to Exhibit 2.1 to Apache's Registration Statement on
                 Form    S-4, Registration No. 333-02305, filed April 5, 1996)

4.10             Phoenix's 1990 Employee Stock Option Plan (incorporated by
                 reference to Exhibit 10(a)(1) to Phoenix's Annual Report on
                 Form 10-K for the year ended December 31, 1989, Commission
                 File No. 1-547)

4.11             Phoenix's 1990 Employee Stock Option Plan, as amended through
                 May 9, 1995 (incorporated by reference to Exhibit 10(a)(2) to
                 Phoenix's Annual Report on Form 10-K for the year ended
                 December 31, 1995, Commission File No. 1-547)

4.12             Phoenix's 1990 Nonemployee Director Stock Option Plan, as
                 amended through May 11, 1994 (incorporated by reference to
                 Exhibit 10(a)(2) to Phoenix's Annual Report on Form 10-K for
                 the year ended December 31, 1994, Commission File No. 1-547)

                                      II-4
6
4.13             Phoenix's Nonemployee Director Compensation Plan 
                 (incorporated by reference to Exhibit 99 to Phoenix's 
                 Quarterly Report on Form 10-Q for the quarter ended 
                 September 30, 1995, Commission File No. 1-547)

 *5.1            Opinion of legal counsel regarding legality of securities
                 being registered

*23.1            Consent of Arthur Andersen LLP

 23.2            Consent of legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

24.1            Power of Attorney included in Part II of the Registration
                Statement *Filed herewith

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
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed 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.

(b)      The undersigned Registrant hereby undertakes 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 shall be deemed to be a new registration statement

                                      II-5
7
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.

(c)      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
8
                                   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 20, 1996                     By: /s/ Raymond Plank
                                            -----------------
                                            Raymond Plank,
                                            Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

         The officers and directors of Apache Corporation do hereby constitute
and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and Mark A.
Jackson, 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/ Raymond Plank                                  Chairman and Chief
---------------------------------                   Executive Officer             
Raymond Plank                                        (Principal Executive Officer)                 May 20, 1996

/s/ Mark A. Jackson                                Vice President and Chief
---------------------------------                   Financial Officer                
Mark A. Jackson                                      (Principal Financial Officer)                 May 20, 1996

/s/ Thomas L. Mitchell                             Controller and Chief
---------------------------------                   Accounting Officer               
Thomas L. Mitchell                                   (Principal Accounting Officer)                May 20, 1996
9
SIGNATURE                                          TITLE                                               DATE
---------                                          -----                                               ----
/s/ Frederick M. Bohen                             Director                                        May 20, 1996      
---------------------------------                                                                                    
Frederick M. Bohen                                                                                                   
                                                                                                                     
                                                                                                                     
/s/ Virgil B. Day                                  Director                                        May 20, 1996      
---------------------------------                                                                                    
Virgil B. Day                                                                                                        
                                                                                                                     
                                                                                                                     
/s/ G. Steven Farris                               Director                                        May 20, 1996      
---------------------------------                                                                                    
G. Steven Farris                                                                                                     
                                                                                                                     
                                                                                                                     
/s/ Randolph M. Ferlic                             Director                                        May 20, 1996      
---------------------------------                                                                                    
Randolph M. Ferlic                                                                                                   
                                                                                                                     
                                                                                                                     
/s/ Eugene C. Fiedorek                             Director                                        May 20, 1996      
---------------------------------                                                                                    
Eugene C. Fiedorek                                                                                                   
                                                                                                                     
                                                                                                                     
/s/ W. Brooks Fields                               Director                                        May 20, 1996      
---------------------------------                                                                                    
W. Brooks Fields                                                                                                     
                                                                                                                     
                                                                                                                     
/s/ Robert V. Gisselbeck                           Director                                        May 20, 1996      
---------------------------------                                                                                    
Robert V. Gisselbeck                                                                                                 
                                                                                                                     
                                                                                                                     
/s/ Stanley K. Hathaway                            Director                                        May 20, 1996      
---------------------------------                                                                                    
Stanley K. Hathaway                                                                                                  
                                                                                                                     
                                                                                                                     
/s/ John A. Kocur                                  Director                                        May 20, 1996      
---------------------------------                                                                                    
John A. Kocur                                                                                                        
                                                                                                                     
                                                                                                                     
/s/ Joseph A. Rice                                 Director                                        May 20, 1996      
---------------------------------                                                                                    
Joseph A. Rice                                                                                                       
                                                                                                                     
                                                                                                                     
/s/ Mary Ralph Lowe                                Director                                        May 20, 1996      
---------------------------------                                                                                    
Mary Ralph Lowe
10
                               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 fiscal year ended December 31,
                 1993, Commission File No.  1-4300)

 4.2             Certificate of Ownership and Merger Merging Apache Energy
                 Resources Corporation into Registrant, effective December 31,
                 1995, as filed with the Secretary of State of Delaware on
                 December 21, 1995 (incorporated by reference to Exhibit 3.2 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1995, Commission File No. 1-4300)

 4.3             Certificate of Designations, Preferences and Rights of Series
                 A Junior Participating Preferred Stock of Registrant,
                 effective January 31, 1996, as filed with the Secretary of
                 State of Delaware on January 22, 1996 (incorporated by
                 reference to Exhibit 3.3 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

*4.4             Bylaws of Apache Corporation dated May 2, 1996

 4.5             Form of Apache Common Stock Certificate (incorporated by
                 reference to Exhibit 4.1 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1995, Commission
                 File No. 1-4300)

 4.6             Rights Agreement dated as of January 31, 1996, between Apache
                 and Norwest Bank Minnesota, N.A., rights agent, relating to
                 the declaration of a Rights dividend to the holders of Apache
                 Common Stock of record on January 31, 1996 (incorporated by
                 reference to Exhibit (a) to Apache's Registration Statement on
                 Form 8-A, Commission File No. 1-4300)

 4.7             Indenture dated as of May 15, 1992, among Apache and Norwest
                 Bank Minnesota, N.A. as trustee, relating to Apache's 9.25%
                 Notes due 2002 (incorporated by reference to Exhibit 4.01 to
                 Apache's Registration Statement on Form S-3, Registration No.
                 33-47363, filed with the Commission on April 21, 1992)

 4.8             Fiscal Agency Agreement dated as of January 4, 1995, between
                 Apache and Chemical Bank, as fiscal agent, relating to
                 Apache's 6% Convertible Subordinated Debentures due 2002
                 (incorporated by reference to Exhibit 99.2 to Apache's Current
                 Report on Form 8-K/A dated December 6, 1994, Commission File
                 No. 1- 4300)

 4.9             Agreement and Plan of Merger among Apache, YPY Acquisitions,
                 Inc. and Phoenix, dated March 27, 1996 (incorporated by
                 reference to Exhibit 2.1 to Apache's Registration Statement on
                 Form  S-4, Registration No. 333-02305, filed April 5, 1996)

4.10             Phoenix's 1990 Employee Stock Option Plan (incorporated by
                 reference to Exhibit 10(a)(1) to Phoenix's Annual Report on
                 Form 10-K for the year ended December 31, 1989, Commission
                 File No. 1-547)

4.11             Phoenix's 1990 Employee Stock Option Plan, as amended through
                 May 9, 1995 (incorporated by reference to Exhibit 10(a)(2) to
                 Phoenix's Annual Report on Form 10-K for the year ended
                 December 31, 1995, Commission File No. 1-547)

4.12             Phoenix's 1990 Nonemployee Director Stock Option Plan, as
                 amended through May 11, 1994 (incorporated by reference to
                 Exhibit 10(a)(2) to Phoenix's Annual Report on Form 10-K for
                 the year ended December 31, 1994, Commission File No. 1-547)

 4.13            Phoenix's Nonemployee Director Compensation Plan 
                 (incorporated by reference to Exhibit 99 to Phoenix's 
                 Quarterly Report on Form 10-Q for the quarter ended 
                 September 30, 1995, Commission File No. 1-547)

 *5.1            Opinion of legal counsel regarding legality of securities
                 being registered

*23.1            Consent of Arthur Andersen LLP

 23.2            Consent of legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

 24.1            Power of Attorney included in Part II of the Registration
                 Statement *Filed herewith