<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 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 1995 STOCK OPTION 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)

<TABLE>
<CAPTION>
                         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 
- -------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                   <C>                        <C>  
        Common Stock, par 
     value $1.25 per share,    2,500,000 shares          $28.75               $71,875,000                 $24,785 
      and associated Common 
    Stock Purchase Rights (2) 
=========================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rules 457(c) and 457(h), the offering price and
         registration fee are computed on the basis of the average of the high
         and low prices of the Common Stock, as reported on The New York Stock
         Exchange, Inc. Composite Transactions Reporting System for May 24,
         1995.

(2)      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 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,
and the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1995.

         (2) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

The descriptions set forth below of the common stock, $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.

         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. 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.

         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.

                                     II - 1


<PAGE>   3



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 or a
20 percent stockholder of Apache engages in certain transactions, the Rights
become exercisable for Apache Common Stock or the common stock of a corporation
acquiring Apache (as the case may be). 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. 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 1995 Stock Option 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 (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 stock adopted by
the Board of Directors. 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 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, 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 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:

<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 3.3 to Apache's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1992, Commission File No.
                 1-4300)

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

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

4.7              Apache Corporation 1995 Stock Option Plan (incorporated by
                 reference to Exhibit 10.13 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1994, 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 legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

 24.1            Power of Attorney included in Part II of the Registration
                 Statement 
</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

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

                                         APACHE CORPORATION

Date: May 30, 1995                       By: /s/ Raymond Plank            
                                            ------------------------------------
                                            Raymond Plank,
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         The officers and directors of Apache Corporation, whose signatures
appear below, hereby constitute and appoint Z. S. Kobiashvili, Mark A. Jackson
and Clyde E. McKenzie, and each of them (with full power to each of them to act
alone), the true and lawful attorney-in-fact to sign and execute, on behalf of
the undersigned, any amendment(s) to this Registration Statement and each of the
undersigned does hereby ratify and confirm all that said attorneys shall do or
cause to be done by virtue thereof.

         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 (Principal Executive
Raymond Plank                              Officer)                                  May 30, 1995


/s/ Mark A. Jackson                      Vice President, Finance                     May 30, 1995
- --------------------
Mark A. Jackson


/s/ R. Kent Samuel                       Controller and Chief
- --------------------                       Accounting Officer
R. Kent Samuel                             (Principal Accounting
                                           Officer)                                  May 30, 1995
</TABLE>

*  Apache Corporation does not have a Principal Financial Officer.


<PAGE>   8


<TABLE>
<CAPTION>
SIGNATURE                     TITLE                 DATE
- ---------                     -----                 ----
<S>                           <C>               <C>

/s/ Frederick M. Bohen        Director
- ------------------------
Frederick M. Bohen                              May 30, 1995


/s/ Virgil B. Day             Director
- ------------------------
Virgil B. Day                                   May 30, 1995


/s/ G. Steven Farris          Director
- ------------------------
G. Steven Farris                                May 30, 1995


/s/ Randolph M. Ferlic        Director
- ------------------------
Randolph M. Ferlic                              May 30, 1995


/s/ Eugene C. Fiedorek        Director
- ------------------------
Eugene C. Fiedorek                              May 30, 1995


/s/ W. Brooks Fields          Director
- ------------------------
W. Brooks Fields                                May 30, 1995


/s/ Robert V. Gisselbeck      Director
- ------------------------
Robert V. Gisselbeck                            May 30, 1995


/s/ Stanley K. Hathaway       Director
- ------------------------
Stanley K. Hathaway                             May 30, 1995


/s/ John A. Kocur             Director
- ------------------------
John A. Kocur                                   May 30, 1995


/s/ Jay A. Precourt           Director
- ------------------------
Jay A. Precourt                                 May 30, 1995


/s/ Joseph A. Rice            Director
- ------------------------
Joseph A. Rice                                  May 30, 1995

</TABLE>

<PAGE>   9



                              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 3.3 to Apache's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1992, Commission File No.
                 1-4300)

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

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

4.7              Apache Corporation 1995 Stock Option Plan (incorporated by
                 reference to Exhibit 10.13 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1994, 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 legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

 24.1            Power of Attorney included in Part II of the Registration
                 Statement 
</TABLE>

- -------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27081}]
{"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": "033-59723", "film-number": "95543833"}, "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 MAY 30, 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 1995 STOCK OPTION 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             Registered           Share (1)               Price (1)                    Fee 
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, par 
     value $1.25 per share,    2,500,000 shares          $28.75               $71,875,000                 $24,785 
      and associated Common 
    Stock Purchase Rights (2) 
=========================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rules 457(c) and 457(h), the offering price and
         registration fee are computed on the basis of the average of the high
         and low prices of the Common Stock, as reported on The New York Stock
         Exchange, Inc. Composite Transactions Reporting System for May 24,
         1995.

(2)      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 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,
and the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1995.

         (2) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

The descriptions set forth below of the common stock, $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.

         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. 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.

         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.

                                     II - 1
3

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 or a
20 percent stockholder of Apache engages in certain transactions, the Rights
become exercisable for Apache Common Stock or the common stock of a corporation
acquiring Apache (as the case may be). 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. 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 1995 Stock Option 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 (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 stock adopted by
the Board of Directors. 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 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, 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 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              Bylaws of Apache Corporation (incorporated by reference to 
                 Exhibit 3.3 to Apache's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1992, Commission File No.
                 1-4300)

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

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

4.7              Apache Corporation 1995 Stock Option Plan (incorporated by
                 reference to Exhibit 10.13 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1994, 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 legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

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

                                     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

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

                                         APACHE CORPORATION

Date: May 30, 1995                       By: /s/ Raymond Plank            
                                            ------------------------------------
                                            Raymond Plank,
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         The officers and directors of Apache Corporation, whose signatures
appear below, hereby constitute and appoint Z. S. Kobiashvili, Mark A. Jackson
and Clyde E. McKenzie, and each of them (with full power to each of them to act
alone), the true and lawful attorney-in-fact to sign and execute, on behalf of
the undersigned, any amendment(s) to this Registration Statement and each of the
undersigned does hereby ratify and confirm all that said attorneys shall do or
cause to be done by virtue thereof.

         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 (Principal Executive
Raymond Plank                              Officer)                                  May 30, 1995

/s/ Mark A. Jackson                      Vice President, Finance                     May 30, 1995
- --------------------
Mark A. Jackson

/s/ R. Kent Samuel                       Controller and Chief
- --------------------                       Accounting Officer
R. Kent Samuel                             (Principal Accounting
                                           Officer)                                  May 30, 1995
*  Apache Corporation does not have a Principal Financial Officer.
8
SIGNATURE                     TITLE                 DATE
- ---------                     -----                 ----
/s/ Frederick M. Bohen        Director
- ------------------------
Frederick M. Bohen                              May 30, 1995

/s/ Virgil B. Day             Director
- ------------------------
Virgil B. Day                                   May 30, 1995

/s/ G. Steven Farris          Director
- ------------------------
G. Steven Farris                                May 30, 1995

/s/ Randolph M. Ferlic        Director
- ------------------------
Randolph M. Ferlic                              May 30, 1995

/s/ Eugene C. Fiedorek        Director
- ------------------------
Eugene C. Fiedorek                              May 30, 1995

/s/ W. Brooks Fields          Director
- ------------------------
W. Brooks Fields                                May 30, 1995

/s/ Robert V. Gisselbeck      Director
- ------------------------
Robert V. Gisselbeck                            May 30, 1995

/s/ Stanley K. Hathaway       Director
- ------------------------
Stanley K. Hathaway                             May 30, 1995

/s/ John A. Kocur             Director
- ------------------------
John A. Kocur                                   May 30, 1995

/s/ Jay A. Precourt           Director
- ------------------------
Jay A. Precourt                                 May 30, 1995

/s/ Joseph A. Rice            Director
- ------------------------
Joseph A. Rice                                  May 30, 1995
9

                              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 3.3 to Apache's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1992, Commission File No.
                 1-4300)

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

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

4.7              Apache Corporation 1995 Stock Option Plan (incorporated by
                 reference to Exhibit 10.13 to Apache's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1994, 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 legal counsel included in Exhibit 5.1

*23.3            Consent of Ryder Scott Company Petroleum Engineers

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