<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995

                                                  REGISTRATION NO. 33-_________
===============================================================================

                       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)

                              ONE POST OAK CENTRAL
                       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 RETIREMENT/401(K) SAVINGS PLAN
                            (FULL TITLE 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 (1)           Registered          Share (2)              Price (2)                    Fee
- -------------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                  <C>                         <C>
   Common Stock, par
value $1.25 per share,     400,000 shares         $23.875              $9,550,000                  $3,293
 and associated Common
Stock Purchase Rights(3)
===================================================================================================================
</TABLE>

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

(2)      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 October 26,
         1995.

(3)      Common Stock Purchase Rights are evidenced by certificates for shares
         of the Common Stock and automatically trade with the Common Stock.
         Value attributable to such Common 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 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/A for the fiscal year ended December 31, 1994, the
Annual Report of the Apache Corporation Retirement/401(k) Savings Plan on Form
11-K for the fiscal year ended December 31, 1994, the Registrant's Current
Report on Form 8-K dated March 1, 1995, Amendment No. 1 on Form 8-K/A to the
Registrant's Current Report on Form 8-K dated March 1, 1995, the Registrant's
Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995,
the Registrant's Current Report on Form 8-K/A dated May 17, 1995, the
Registrant's Current Report on Form 8-K dated June 30, 1995, the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, and
the Registrant's Current Report on Form 8-K dated August 28, 1995.

         (2)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 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 hereby 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, $1.25 par value 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 First Trust Company, Inc., and are qualified in their
entirety by reference to the relevant provisions of such documents, all of
which are included 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 share of Apache Common Stock
for each share issued in order to provide for possible exercises of Rights
under Apache's existing Rights Agreement.





                                     II - 1
<PAGE>   3
         The currently outstanding Apache Common Stock and the Rights under
Apache's existing Rights Agreement are listed on the New York Stock Exchange
and the Chicago Stock Exchange.  Norwest Bank Minnesota, National Association,
is the transfer agent and registrar for Apache Common Stock.  Apache typically
mails its annual report to stockholders within 120 days after the end of its
fiscal year.  Notices of stockholder meetings are mailed to record holders of
Apache Common Stock at their addresses shown on the books of the transfer agent
and registrar.

RIGHTS

         On January 10, 1986, the Board of Directors declared a dividend of one
right to purchase one share of Apache Common Stock at $50 per share (subject to
adjustment) on each outstanding share of Apache Common Stock (the "Rights").
The Rights are exercisable only after a person (other than Apache or its
employee benefit plans), together with all persons acting in concert with it,
has acquired 20 percent or more of the Apache Common Stock, or has commenced a
tender offer for 30 percent or more of the Apache Common Stock.  If Apache
engages in certain business combinations or a 20 percent stockholder of Apache
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 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 a specified price 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.  The Rights will expire on January
31, 1996, unless earlier redeemed by Apache.  Apache is considering successor
arrangements.  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 Retirement/401(k) Savings
Plan.

PREFERRED STOCK

         No preferred stock is outstanding.  Shares of preferred stock may be
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, as may be stated and expressed in the resolution or
resolutions providing for the issuance of such stock adopted.  Apache has no
current plans to issue any preferred stock.

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 such person is or was a director, officer, employee or
agent of the corporation or was serving at the request of the corporation as 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 such 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 for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any such
pending, completed or threatened action or suit by or in the right of the
corporation 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) such person shall not have been adjudged liable to the corporation.
Any such 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 such 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 such 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, Article Seventeen 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 the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions by the 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:

<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              Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration
                 Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995)

4.3              Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
                 Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May
                 16, 1986)

4.4              Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights
                 agent, relating to the declaration of Rights to Apache's common stockholders of record on January 24,
                 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1985, Commission File No. 1-4300)

4.5              Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 
                 1-4300)

*4.6             Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995

*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 legal counsel (included in Exhibit 5.1)

*23.4            Consent of Ryder Scott Company Petroleum Engineers

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

 24.1            Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement)
</TABLE>

- ----------
*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
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
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 - 5
<PAGE>   7
                                   SIGNATURES

         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Plan 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                           
                                   RETIREMENT/401(K) SAVINGS PLAN               
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Roger B. Rice                    
                                           ------------------------------------
                                           Roger B. Rice, Chairman              
                                           Retirement Plan Advisory Committee   
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Mark A. Jackson                  
                                           ------------------------------------
                                           Mark A. Jackson, Member              
                                           Retirement Plan Advisory Committee   
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Z. S. Kobiashvili                
                                           ------------------------------------
                                           Z. S. Kobiashvili, Member            
                                           Retirement Plan Advisory Committee   
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Clyde E. McKenzie                
                                           ------------------------------------
                                           Clyde E. McKenzie, Member            
                                           Retirement Plan Advisory Committee   





<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: October 31, 1995                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.  (Apache Corporation does not have a
Principal Financial Officer.)



SIGNATURE                 TITLE                                   DATE
- ---------                 -----                                   ----

/s/ Raymond Plank         Chairman and Chief Executive    
- -----------------------    Officer (Principal Executive   
Raymond Plank                Officer)                         October 31, 1995
                                                                              
                                                          
                                                          
/s/ Mark A. Jackson       Vice President, Finance             October 31, 1995
- -----------------------                                                       
Mark A. Jackson                                           
                                                          
                                                          
/s/ R. Kent Samuel        Controller and Chief            
- -----------------------    Accounting Officer                                 
R. Kent Samuel              (Principal Accounting                             
                              Officer)                        October 31, 1995
                                                                              



<PAGE>   9
SIGNATURE                         TITLE                       DATE
- ---------                         -----                       ----
                                                       
/s/ Frederick M. Bohen          Director               
- ----------------------------                           
Frederick M. Bohen                                          October 31, 1995
                                                       
                                                       
/s/ Virgil B. Day               Director               
- ----------------------------                           
Virgil B. Day                                               October 31, 1995
                                                       
                                                       
/s/ G. Steven Farris            Director               
- ----------------------------                           
G. Steven Farris                                            October 31, 1995
                                                       
                                                       
/s/ Randolph M. Ferlic          Director               
- ----------------------------                           
Randolph M. Ferlic                                          October 31, 1995
                                                       
                                                       
/s/ Eugene C. Fiedorek          Director               
- ----------------------------                           
Eugene C. Fiedorek                                          October 31, 1995
                                                       
                                                       
/s/ W. Brooks Fields            Director               
- ----------------------------                           
W. Brooks Fields                                            October 31, 1995
                                                       
                                                       
/s/ Robert V. Gisselbeck        Director               
- ----------------------------                           
Robert V. Gisselbeck                                        October 31, 1995
                                                       
                                                       
/s/ Stanley K. Hathaway         Director               
- ----------------------------                           
Stanley K. Hathaway                                         October 31, 1995
                                                       
                                                       
/s/ John A. Kocur               Director               
- ----------------------------                           
John A. Kocur                                               October 31, 1995
                                                       
                                                       
/s/ Joseph A. Rice              Director               
- ----------------------------                           
Joseph A. Rice                                              October 31, 1995





<PAGE>   10
                               INDEX TO EXHIBITS


The following exhibits are filed herewith unless otherwise indicated:

<TABLE>
<CAPTION>

EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
- ------   ----------------------
<S>              <C>
4.1              Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1
                 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No.
                 1-4300)

4.2              Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration
                 Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995)

4.3              Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
                 Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May
                 16, 1986)

4.4              Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights
                 agent, relating to the declaration of Rights to Apache's common stockholders of record on January 24,
                 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1985, Commission File No. 1-4300)

4.5              Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 
                 1-4300)

*4.6             Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995

*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 legal counsel (included in Exhibit 5.1)

*23.4            Consent of Ryder Scott Company Petroleum Engineers

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

 24.1            Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement)
</TABLE>

- ----------
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "APACHE CORPORATION FORM S-8", "secsgml_size_bytes": 31250}]
{"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": "033-63817", "film-number": "95585670"}, "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 OCTOBER 31, 1995

                                                  REGISTRATION NO. 33-_________
===============================================================================

                       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)

                              ONE POST OAK CENTRAL
                       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 RETIREMENT/401(K) SAVINGS PLAN
                            (FULL TITLE 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 (1)           Registered          Share (2)              Price (2)                    Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.25 per share,     400,000 shares         $23.875              $9,550,000                  $3,293
 and associated Common
Stock Purchase Rights(3)
===================================================================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      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 October 26,
         1995.

(3)      Common Stock Purchase Rights are evidenced by certificates for shares
         of the Common Stock and automatically trade with the Common Stock.
         Value attributable to such Common 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 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/A for the fiscal year ended December 31, 1994, the
Annual Report of the Apache Corporation Retirement/401(k) Savings Plan on Form
11-K for the fiscal year ended December 31, 1994, the Registrant's Current
Report on Form 8-K dated March 1, 1995, Amendment No. 1 on Form 8-K/A to the
Registrant's Current Report on Form 8-K dated March 1, 1995, the Registrant's
Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995,
the Registrant's Current Report on Form 8-K/A dated May 17, 1995, the
Registrant's Current Report on Form 8-K dated June 30, 1995, the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, and
the Registrant's Current Report on Form 8-K dated August 28, 1995.

         (2)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 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 hereby 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, $1.25 par value 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 First Trust Company, Inc., and are qualified in their
entirety by reference to the relevant provisions of such documents, all of
which are included 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 share of Apache Common Stock
for each share issued in order to provide for possible exercises of Rights
under Apache's existing Rights Agreement.

                                     II - 1
3
         The currently outstanding Apache Common Stock and the Rights under
Apache's existing Rights Agreement are listed on the New York Stock Exchange
and the Chicago Stock Exchange.  Norwest Bank Minnesota, National Association,
is the transfer agent and registrar for Apache Common Stock.  Apache typically
mails its annual report to stockholders within 120 days after the end of its
fiscal year.  Notices of stockholder meetings are mailed to record holders of
Apache Common Stock at their addresses shown on the books of the transfer agent
and registrar.

RIGHTS

         On January 10, 1986, the Board of Directors declared a dividend of one
right to purchase one share of Apache Common Stock at $50 per share (subject to
adjustment) on each outstanding share of Apache Common Stock (the "Rights").
The Rights are exercisable only after a person (other than Apache or its
employee benefit plans), together with all persons acting in concert with it,
has acquired 20 percent or more of the Apache Common Stock, or has commenced a
tender offer for 30 percent or more of the Apache Common Stock.  If Apache
engages in certain business combinations or a 20 percent stockholder of Apache
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 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 a specified price 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.  The Rights will expire on January
31, 1996, unless earlier redeemed by Apache.  Apache is considering successor
arrangements.  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 Retirement/401(k) Savings
Plan.

PREFERRED STOCK

         No preferred stock is outstanding.  Shares of preferred stock may be
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, as may be stated and expressed in the resolution or
resolutions providing for the issuance of such stock adopted.  Apache has no
current plans to issue any preferred stock.

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 such person is or was a director, officer, employee or
agent of the corporation or was serving at the request of the corporation as 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 such 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 for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any such
pending, completed or threatened action or suit by or in the right of the
corporation 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) such person shall not have been adjudged liable to the corporation.
Any such 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 such 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 such 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, Article Seventeen 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 the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions by the 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              Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration
                 Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995)

4.3              Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
                 Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May
                 16, 1986)

4.4              Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights
                 agent, relating to the declaration of Rights to Apache's common stockholders of record on January 24,
                 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1985, Commission File No. 1-4300)

4.5              Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 
                 1-4300)

*4.6             Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995

*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 legal counsel (included in Exhibit 5.1)

*23.4            Consent of Ryder Scott Company Petroleum Engineers

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

 24.1            Power of Attorney (included in Part II as a part of the signature pages of the 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
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
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 - 5
7
                                   SIGNATURES

         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Plan 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                           
                                   RETIREMENT/401(K) SAVINGS PLAN               
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Roger B. Rice                    
                                           ------------------------------------
                                           Roger B. Rice, Chairman              
                                           Retirement Plan Advisory Committee   
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Mark A. Jackson                  
                                           ------------------------------------
                                           Mark A. Jackson, Member              
                                           Retirement Plan Advisory Committee   
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Z. S. Kobiashvili                
                                           ------------------------------------
                                           Z. S. Kobiashvili, Member            
                                           Retirement Plan Advisory Committee   
                                                                                
                                                                                
Date:  October 31, 1995            By:     /s/ Clyde E. McKenzie                
                                           ------------------------------------
                                           Clyde E. McKenzie, Member            
                                           Retirement Plan Advisory Committee
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: October 31, 1995                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.  (Apache Corporation does not have a
Principal Financial Officer.)

SIGNATURE                 TITLE                                   DATE
- ---------                 -----                                   ----

/s/ Raymond Plank         Chairman and Chief Executive    
- -----------------------    Officer (Principal Executive   
Raymond Plank                Officer)                         October 31, 1995
                                                                              
                                                          
                                                          
/s/ Mark A. Jackson       Vice President, Finance             October 31, 1995
- -----------------------                                                       
Mark A. Jackson                                           
                                                          
                                                          
/s/ R. Kent Samuel        Controller and Chief            
- -----------------------    Accounting Officer                                 
R. Kent Samuel              (Principal Accounting                             
                              Officer)                        October 31, 1995
9
SIGNATURE                         TITLE                       DATE
- ---------                         -----                       ----
                                                       
/s/ Frederick M. Bohen          Director               
- ----------------------------                           
Frederick M. Bohen                                          October 31, 1995
                                                       
                                                       
/s/ Virgil B. Day               Director               
- ----------------------------                           
Virgil B. Day                                               October 31, 1995
                                                       
                                                       
/s/ G. Steven Farris            Director               
- ----------------------------                           
G. Steven Farris                                            October 31, 1995
                                                       
                                                       
/s/ Randolph M. Ferlic          Director               
- ----------------------------                           
Randolph M. Ferlic                                          October 31, 1995
                                                       
                                                       
/s/ Eugene C. Fiedorek          Director               
- ----------------------------                           
Eugene C. Fiedorek                                          October 31, 1995
                                                       
                                                       
/s/ W. Brooks Fields            Director               
- ----------------------------                           
W. Brooks Fields                                            October 31, 1995
                                                       
                                                       
/s/ Robert V. Gisselbeck        Director               
- ----------------------------                           
Robert V. Gisselbeck                                        October 31, 1995
                                                       
                                                       
/s/ Stanley K. Hathaway         Director               
- ----------------------------                           
Stanley K. Hathaway                                         October 31, 1995
                                                       
                                                       
/s/ John A. Kocur               Director               
- ----------------------------                           
John A. Kocur                                               October 31, 1995
                                                       
                                                       
/s/ Joseph A. Rice              Director               
- ----------------------------                           
Joseph A. Rice                                              October 31, 1995
10
                               INDEX TO 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              Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration
                 Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995)

4.3              Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
                 Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May
                 16, 1986)

4.4              Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights
                 agent, relating to the declaration of Rights to Apache's common stockholders of record on January 24,
                 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1985, Commission File No. 1-4300)

4.5              Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to
                 Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 
                 1-4300)

*4.6             Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995

*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 legal counsel (included in Exhibit 5.1)

*23.4            Consent of Ryder Scott Company Petroleum Engineers

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

 24.1            Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement)
- ----------
*Filed herewith