<PAGE>   1
    As filed with the Securities and Exchange Commission on April 15, 1997

                                                     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)

                               APACHE CORPORATION
                       1996 PERFORMANCE STOCK OPTION PLAN
                           (FULL TITLES OF THE PLAN)

                                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,      1,300,000 shares          $31.44                $40,872,000                    $12,386        
    and associated                                                                                          
    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 April 11,
         1997.
(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.
<PAGE>   2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Apache Corporation (the "Registrant" or
"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. 1-4300, are incorporated by reference into this
Registration Statement:

         (1)     Annual Report on Form 10-K for the fiscal year ended December
                 31, 1996.

         (2)     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 $1.25
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 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 the Apache Corporation 1996
Performance Stock Option Plan.

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 as amended July 11, 1996,
                 effective May 2, 1996 (incorporated by reference to Exhibit
                 3.1 to Amendment No. 1 on Form 8-K/A to Apache's Current
                 Report on Form 8-K, dated May 20, 1996, Commission File No.
                 1-4300)

    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           Apache Corporation 1996 Performance Stock Option Plan
                 (incorporated by reference to Exhibit 10.32 to Apache's Annual
                 Report on Form 10-K for the fiscal year ended December 31,
                 1996, Commission File No. 1- 4300)

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

*23.1            Consent of Arthur Andersen LLP

*23.2            Consent of Coopers & Lybrand, Chartered Accountants

*23.3            Consent of Ryder Scott Company Petroleum Engineers

*23.4            Consent of Netherland, Sewell & Associates, Inc.

*23.5            Consent of legal counsel included in Exhibit 5.1

*24.1            Power of Attorney included as part of the signature pages of
                 this Registration Statement 

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





                                     II - 4
<PAGE>   6
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 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>   7
(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 of Article 15,
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:  April 15, 1997                         By: /s/ Raymond Plank           
                                                  -----------------------------
                                                  Raymond Plank,              
                                                  Chairman and Chief Executive 
                                                  Officer               


                               POWER OF ATTORNEY

The undersigned directors and officers 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)                   April 15, 1997
                                                                                                                 


/s/ Mark A. Jackson                                Vice President and Chief
--------------------------------------             Financial Officer                                             
Mark A. Jackson                                    (Principal Financial Officer)                   April 15, 1997
                                                                                                                 

/s/ Thomas L. Mitchell                             Controller and Chief
--------------------------------------             Accounting Officer                                            
Thomas L. Mitchell                                 (Principal Accounting Officer)                  April 15, 1997
                                                                                                                 
</TABLE>





<PAGE>   9
<TABLE>
<CAPTION>
SIGNATURE                                          TITLE                                          DATE
---------                                          -----                                          ----
<S>                                                <C>                                           <C>
/s/ Frederick M. Bohen                             Director
--------------------------------------                     
Frederick M. Bohen                                                                               April 15, 1997


/s/ Virgil B. Day                                  Director
--------------------------------------                     
Virgil B. Day                                                                                    April 15, 1997


/s/ G. Steven Farris                               Director
--------------------------------------                     
G. Steven Farris                                                                                 April 15, 1997


/s/ Randolph M. Ferlic                             Director
--------------------------------------                     
Randolph M. Ferlic                                                                               April 15, 1997


/s/ Eugene C. Fiedorek                             Director
--------------------------------------                     
Eugene C. Fiedorek                                                                               April 15, 1997


/s/ W. Brooks Fields                               Director
--------------------------------------                     
W. Brooks Fields                                                                                 April 15, 1997

                                      
--------------------------------------
                                                   Director
--------------------------------------                     
Robert V. Gisselbeck

                                      
--------------------------------------
                                                   Director
--------------------------------------                     
Stanley K. Hathaway


/s/ John A. Kocur                                  Director
--------------------------------------                     
John A. Kocur                                                                                    April 15, 1997


/s/ George D. Lawrence, Jr.                        Director
--------------------------------------                     
George D. Lawrence, Jr.                                                                          April 15, 1997

                                      
--------------------------------------
                                                   Director
--------------------------------------                     
Mary Ralph Lowe


/s/ Joseph A. Rice                                 Director
--------------------------------------                     
Joseph A. Rice                                                                                   April 15, 1997
</TABLE>





<PAGE>   10
                               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 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 as amended July 11, 1996, effective May 2, 1996 (incorporated by reference
                 to Exhibit 3.1 to Amendment No. 1 on Form 8-K/A to Apache's Current Report on Form 8-K, dated May 20,
                 1996, Commission File No. 1-4300)

    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           Apache Corporation 1996 Performance Stock Option Plan (incorporated by reference to Exhibit 10.32 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, Commission File No. 1-
                 4300)

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

*23.1            Consent of Arthur Andersen LLP

*23.2            Consent of Coopers & Lybrand, Chartered Accountants

*23.3            Consent of Ryder Scott Company Petroleum Engineers

*23.4            Consent of Netherland, Sewell & Associates, Inc.

*23.5            Consent of legal counsel included in Exhibit 5.1

*24.1            Power of Attorney included as part of the signature pages of this Registration Statement
</TABLE>

--------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "APACHE CORPORATION", "secsgml_size_bytes": 32093}]
{"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": "333-25201", "film-number": "97580924"}, "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"}}
1
    As filed with the Securities and Exchange Commission on April 15, 1997

                                                     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)

                               APACHE CORPORATION
                       1996 PERFORMANCE STOCK OPTION PLAN
                           (FULL TITLES OF THE PLAN)

                                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,      1,300,000 shares          $31.44                $40,872,000                    $12,386        
    and associated                                                                                          
    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 April 11,
         1997.
(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.
2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Apache Corporation (the "Registrant" or
"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. 1-4300, are incorporated by reference into this
Registration Statement:

         (1)     Annual Report on Form 10-K for the fiscal year ended December
                 31, 1996.

         (2)     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 $1.25
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 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 the Apache Corporation 1996
Performance Stock Option Plan.

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 as amended July 11, 1996,
                 effective May 2, 1996 (incorporated by reference to Exhibit
                 3.1 to Amendment No. 1 on Form 8-K/A to Apache's Current
                 Report on Form 8-K, dated May 20, 1996, Commission File No.
                 1-4300)

    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           Apache Corporation 1996 Performance Stock Option Plan
                 (incorporated by reference to Exhibit 10.32 to Apache's Annual
                 Report on Form 10-K for the fiscal year ended December 31,
                 1996, Commission File No. 1- 4300)

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

*23.1            Consent of Arthur Andersen LLP

*23.2            Consent of Coopers & Lybrand, Chartered Accountants

*23.3            Consent of Ryder Scott Company Petroleum Engineers

*23.4            Consent of Netherland, Sewell & Associates, Inc.

*23.5            Consent of legal counsel included in Exhibit 5.1

*24.1            Power of Attorney included as part of the signature pages of
                 this Registration Statement 

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

                                     II - 4
6
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 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
7
(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 of Article 15,
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:  April 15, 1997                         By: /s/ Raymond Plank           
                                                  -----------------------------
                                                  Raymond Plank,              
                                                  Chairman and Chief Executive 
                                                  Officer               

                               POWER OF ATTORNEY

The undersigned directors and officers 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)                   April 15, 1997
                                                                                                                 

/s/ Mark A. Jackson                                Vice President and Chief
--------------------------------------             Financial Officer                                             
Mark A. Jackson                                    (Principal Financial Officer)                   April 15, 1997
                                                                                                                 

/s/ Thomas L. Mitchell                             Controller and Chief
--------------------------------------             Accounting Officer                                            
Thomas L. Mitchell                                 (Principal Accounting Officer)                  April 15, 1997
9
SIGNATURE                                          TITLE                                          DATE
---------                                          -----                                          ----
/s/ Frederick M. Bohen                             Director
--------------------------------------                     
Frederick M. Bohen                                                                               April 15, 1997

/s/ Virgil B. Day                                  Director
--------------------------------------                     
Virgil B. Day                                                                                    April 15, 1997

/s/ G. Steven Farris                               Director
--------------------------------------                     
G. Steven Farris                                                                                 April 15, 1997

/s/ Randolph M. Ferlic                             Director
--------------------------------------                     
Randolph M. Ferlic                                                                               April 15, 1997

/s/ Eugene C. Fiedorek                             Director
--------------------------------------                     
Eugene C. Fiedorek                                                                               April 15, 1997

/s/ W. Brooks Fields                               Director
--------------------------------------                     
W. Brooks Fields                                                                                 April 15, 1997

                                      
--------------------------------------
                                                   Director
--------------------------------------                     
Robert V. Gisselbeck

                                      
--------------------------------------
                                                   Director
--------------------------------------                     
Stanley K. Hathaway

/s/ John A. Kocur                                  Director
--------------------------------------                     
John A. Kocur                                                                                    April 15, 1997

/s/ George D. Lawrence, Jr.                        Director
--------------------------------------                     
George D. Lawrence, Jr.                                                                          April 15, 1997

                                      
--------------------------------------
                                                   Director
--------------------------------------                     
Mary Ralph Lowe

/s/ Joseph A. Rice                                 Director
--------------------------------------                     
Joseph A. Rice                                                                                   April 15, 1997
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 as amended July 11, 1996, effective May 2, 1996 (incorporated by reference
                 to Exhibit 3.1 to Amendment No. 1 on Form 8-K/A to Apache's Current Report on Form 8-K, dated May 20,
                 1996, Commission File No. 1-4300)

    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           Apache Corporation 1996 Performance Stock Option Plan (incorporated by reference to Exhibit 10.32 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, Commission File No. 1-
                 4300)

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

*23.1            Consent of Arthur Andersen LLP

*23.2            Consent of Coopers & Lybrand, Chartered Accountants

*23.3            Consent of Ryder Scott Company Petroleum Engineers

*23.4            Consent of Netherland, Sewell & Associates, Inc.

*23.5            Consent of legal counsel included in Exhibit 5.1

*24.1            Power of Attorney included as part of the signature pages of this Registration Statement
--------------------
*Filed herewith