<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997
                                                   REGISTRATION NO. 333-________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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


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

         2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000

 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                  REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               APACHE CORPORATION
                       1996 SHARE PRICE APPRECIATION PLAN

                      CONDITIONAL GRANT AGREEMENT BETWEEN
                    APACHE CORPORATION AND PETROMODELS, INC.

                      CONDITIONAL GRANT AGREEMENT BETWEEN
                    APACHE CORPORATION AND THOMAS B. PATRICK

                         STOCK OPTION AGREEMENT BETWEEN
                    APACHE CORPORATION AND THOMAS B. PATRICK
                           (FULL TITLES OF THE PLANS)

              Z.S. KOBIASHVILI, VICE PRESIDENT AND GENERAL COUNSEL
                               APACHE CORPORATION

         2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000

 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                         CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
===================================================================================================================
      Title of                                     Proposed Maximum     Proposed Maximum
  Securities to be         Amount to be           Offering Price Per   Aggregate Offering    Amount of Registration
     Registered             Registered                Share (1)            Price (1)                Fee (1)
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                           <C>               <C>                       <C>
  Common Stock, par       2,092,000 shares              $33.06            $69,161,250               $20,958
value $1.25 per share, 
  and associated 
  Preferred Stock
Purchase Rights (2)   
===================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices of
     the Common Stock, as reported on The New York Stock Exchange, Inc.
     Composite Transactions Reporting System for April 28, 1997.
(2)  Preferred Stock Purchase Rights are evidenced by certificates for shares
     of the Common Stock and automatically trade with the Common Stock.  Value
     attributable to such Preferred Stock Purchase Rights, if any, is reflected
     in the market price of the Common Stock.



<PAGE>   2





This registration statement on Form S-8 is being filed by the registrant,
Apache Corporation ("Apache"), for the purposes of (i) registering 2,000,000
shares of Apache Common Stock, par value $1.25 per share ("Apache Common
Stock") for issuance under the terms of Apache's 1996 Share Price Appreciation
Plan, (ii) registering 54,000 shares of Apache Common Stock under the terms of
that certain Conditional Grant Agreement, made as of January 1, 1997, between
Apache and PetroModels, Inc., a consultant to Apache; (iii) registering 18,000
shares of Apache Common Stock under the terms of that certain Conditional Grant
Agreement, to be made as of May 1, 1997, between Apache and Thomas B. Patrick,
a consultant to Apache, and (iv) registering 20,000 shares of Apache Common
Stock under the terms of that certain Stock Option Agreement, to be made as of
May 1, 1997, between Apache and Thomas B. Patrick, a consultant to Apache.



<PAGE>   3



                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Apache Corporation (the "Registrant" or
"Apache") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Commission File No. 1-4300, are incorporated by reference into this
Registration Statement:

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

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

The descriptions set forth below of the common stock of Apache, par value $1.25
per share ("Apache Common Stock"), the preferred stock and the Rights (as
defined below) constitute brief summaries of certain provisions of Apache's
Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement
between Apache and Norwest Bank Minnesota, N. A. ("Norwest"), and are qualified
in their entirety by reference to the relevant provisions of such documents,
all of which are listed under Item 8 as exhibits to this Registration Statement
and are incorporated herein by reference.

APACHE COMMON STOCK

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

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

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

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


                                     II - 1

<PAGE>   4


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

PREFERRED STOCK

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

RIGHTS

         In December 1995, Apache declared a dividend of one right (a "Right")
for each outstanding share of Apache Common Stock effective January 31, 1996. 
Each Right entitles the registered holder to purchase from Apache one
ten-thousandth (1/10,000) of a share of Series A Preferred Stock at a price of
$100 per one ten-thousandth of a share, subject to adjustment.  The Rights are
exercisable ten calendar days following a public announcement that certain
persons or groups have acquired 20 percent or more of the outstanding shares of
Apache Common Stock or ten business days following commencement of an offer for
30 percent or more of the outstanding shares of Apache Common Stock.  Unless and
until the Rights become exercisable, they will be transferred with and only with
the shares of Apache Common Stock.  If Apache engages in certain business
combinations or a 20-percent stockholder engages in certain transactions with
Apache, the Rights become exercisable for Apache Common Stock or the common
stock of the corporation acquiring Apache (as the case may be) at 50 percent of
the then-market price.  Any Rights that are or were beneficially owned by a
person who has acquired 20 percent or more of the outstanding shares of Apache
Common Stock, and who engages in certain transactions or realizes the benefits
of certain transactions with Apache, will become void.  Apache may redeem the
Rights at $.01 per Right at any time until ten business days after public
announcement that a person has acquired 20 percent or more of the outstanding
shares of Apache Common Stock.  Unless the Rights have been previously redeemed,
all shares of Apache Common Stock will include Rights, including the Apache
Common Stock issuable under the terms of the Apache Corporation 1996 Performance
Stock Option Plan.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.




                                     II - 2

<PAGE>   5

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.


        Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, authorizes a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
because the person is or was a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the suit or proceeding if the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful.  Similar
indemnity is authorized against expenses (including attorneys' fees) actually
and reasonably incurred in defense or settlement of any pending, completed or
threatened action or suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) the person shall not have been adjudged liable to the
corporation.  The indemnification may be made only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
        
         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him.  Apache maintains
policies insuring the officers and directors of Apache and its subsidiaries
against certain liabilities for actions taken in their capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").

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


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


                                     II - 3

<PAGE>   6

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

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

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

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

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

 4.7  Apache Corporation 1996 Share Price Appreciation Plan (incorporated by
      reference to Appendix A to Apache's definitive 14A Proxy Statement,
      Commission File No. 1-4300, filed March 28, 1997)

*4.8  Form of Conditional Grant Agreement, made as of January 1, 1997, between
      Apache and PetroModels, Inc.

*4.9  Form of Conditional Grant Agreement, to be made as of May 1, 1997,
      between Apache and Thomas B. Patrick

*4.10 Form of Stock Option Agreement, to be made as of May 1, 1997, between
      Apache and Thomas B. Patrick

*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
</TABLE>

                                     II - 4

<PAGE>   7

<TABLE>
<CAPTION>
EXHIBIT
NUMBER           DESCRIPTION OF EXHIBIT
------           ----------------------
<S>      <C>
*23.3    Consent of Ryder Scott Company Petroleum Engineers

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

*23.5    Consent of legal counsel included in Exhibit 5.1

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


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

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

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

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

     (ii)  To reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the registration statement;
     
     (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or
     any material change to such information in the registration statement;

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

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

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


                                     II - 5

<PAGE>   8


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

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

(b)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions of Article 15, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                     II - 6

<PAGE>   9


                                   SIGNATURES

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

                                        APACHE CORPORATION





Date:  April 30, 1997                   By: /s/ Raymond Plank
                                           ------------------------------------
                                           Raymond Plank,
                                           Chairman and Chief Executive Officer


                                 POWER OF ATTORNEY


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

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



<TABLE>
<CAPTION>
SIGNATURE               TITLE                                 DATE
---------               -----                                 ----
<S>                     <C>                              <C>
  
/s/ Raymond Plank       Chairman and Chief
----------------------  Executive Officer                              
Raymond Plank           (Principal Executive Officer)     April 30, 1997
                                                                       


/s/ Mark A. Jackson     Vice President and Chief
----------------------  Financial Officer              
Mark A. Jackson         (Principal Financial Officer)     April 30, 1997
                                                                       

/s/ Thomas L. Mitchell  Controller and Chief
----------------------  Accounting Officer                             
Thomas L. Mitchell      (Principal Accounting Officer)    April 30, 1997

</TABLE>
                                                                       





<PAGE>   10

<TABLE>
<CAPTION>
SIGNATURE                    TITLE                            DATE
---------                    -----                            ----
<S>                          <C>                         <C>
/s/ Frederick M. Bohen       Director
---------------------------
Frederick M. Bohen                                       April 30, 1997


/s/ Virgil B. Day            Director
---------------------------
Virgil B. Day                                            April 30, 1997


/s/ G. Steven Farris         Director
---------------------------
G. Steven Farris                                         April 30, 1997



/s/ Randolph M. Ferlic       Director
---------------------------
Randolph M. Ferlic                                       April 30, 1997
                                                                       
                                                                       
/s/ Eugene C. Fiedorek       Director                                       
---------------------------
Eugene C. Fiedorek                                       April 30, 1997


/s/ W. Brooks Fields         Director
---------------------------
W. Brooks Fields                                         April 30, 1997


                             Director
---------------------------
Robert V. Gisselbeck                                     April 30, 1997


/s/ Stanley K. Hathaway      Director
---------------------------
Stanley K. Hathaway                                      April 30, 1997


/s/ John A. Kocur            Director
---------------------------
John A. Kocur                                            April 30, 1997


/s/ George D. Lawrence, Jr.  Director
---------------------------
George D. Lawrence, Jr.                                  April 30, 1997


/s/ Mary Ralph Lowe          Director
---------------------------
Mary Ralph Lowe                                          April 30, 1997


/s/ Joseph A. Rice           Director
---------------------------
Joseph A. Rice                                           April 30, 1997

</TABLE>





<PAGE>   11


                               INDEX TO EXHIBITS


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

 <S>     <C> 
 4.1     Restated Certificate of Incorporation of Apache Corporation           
         (incorporated by reference to Exhibit 3.1 to Apache's Annual Report on
         Form 10-K for the fiscal year ended December 31, 1993, Commission File
         No. 1-4300)                                                         
                                                                             
 4.2     Certificate of Ownership and Merger Merging Apache Energy Resources 
         Corporation into Registrant, effective December 31, 1995, as filed
         with the Secretary of State of Delaware on December 21, 1995
         (incorporated by reference to Exhibit 3.2 to Apache's Annual Report on
         Form 10-K for the fiscal year ended December 31, 1995, Commission
         File No. 1-4300)        
        
 4.3     Certificate of Designations, Preferences and Rights of Series A Junior
         Participating Preferred Stock of Registrant, effective January 31,
         1996, as filed with the Secretary of State of Delaware on January 22,
         1996 (incorporated by reference to Exhibit 3.3 to Apache's Annual
         Report on  Form 10-K for the fiscal year ended December 31, 1995,
         Commission File No. 1-4300)                                   
                                                                              
 4.4     Bylaws of Apache Corporation, as amended July 11, 1996, effective May
         2, 1996 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 on
         Form 8-K/A to Apache's Current Report on Form 8-K, dated May 20, 1996,
         Commission File No. 1-4300)
        
 4.5     Form of Apache Common Stock Certificate (incorporated by reference to 
         Exhibit 4.1 to Apache's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995, Commission File No. 1-4300)                  
                                                                           
 4.6     Rights Agreement, dated as of January 31, 1996, between Apache and
         Norwest Bank Minnesota, N.A., rights agent, relating to the declaration
         of a Rights dividend to the holders of Apache Common Stock of record on
         January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's
         Registration Statement on Form 8-A, Commission File No. 1-4300)       
                                                                               
 4.7     Apache Corporation 1996 Share Price Appreciation Plan (incorporated by
         reference to Appendix A to Apache's definitive 14A Proxy Statement,   
         Commission File No. 1-4300, filed March 28, 1997)                     
                                                                               
*4.8     Form of Conditional Grant Agreement, made as of January 1, 1997,
         between Apache and PetroModels, Inc.                                  
                                                                              
*4.9     Form of Conditional Grant Agreement, to be made as of May 1, 1997,   
         between Apache and Thomas B. Patrick                                 
                                                                              
*4.10    Form of Stock Option Agreement, to be made as of May 1, 1997, between
         Apache and Thomas B. Patrick                                         
                                                                              
*5.1     Opinion of legal counsel regarding legality of securities being      
         registered                                                           
                                                                              
*23.1    Consent of of Arthur Andersen LLP                                    
                                                                              
*23.2    Consent of Coopers & Lybrand, Chartered Accountants                  
                                                                              
*23.3    Consent of Ryder Scott Company Petroleum Engineers                   
                                                                              
*23.4    Consent of Netherland, Sewell & Associates, Inc.                     
                                                                              
*23.5    Consent of legal counsel included in Exhibit 5.1                     
                                                                              
*24.1    Power of Attorney included as part of the signature pages of this    
         Registration Statement         
</TABLE>

-------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "APACHE CORPORATION", "secsgml_size_bytes": 32421}]
{"company-data": {"conformed-name": "APACHE CORP", "cik": "0000006769", "assigned-sic": "1311", "irs-number": "410747868", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26255", "film-number": "97592670"}, "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 1, 1997
                                                   REGISTRATION NO. 333-________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

         2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000

 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                  REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               APACHE CORPORATION
                       1996 SHARE PRICE APPRECIATION PLAN

                      CONDITIONAL GRANT AGREEMENT BETWEEN
                    APACHE CORPORATION AND PETROMODELS, INC.

                      CONDITIONAL GRANT AGREEMENT BETWEEN
                    APACHE CORPORATION AND THOMAS B. PATRICK

                         STOCK OPTION AGREEMENT BETWEEN
                    APACHE CORPORATION AND THOMAS B. PATRICK
                           (FULL TITLES OF THE PLANS)

              Z.S. KOBIASHVILI, VICE PRESIDENT AND GENERAL COUNSEL
                               APACHE CORPORATION

         2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000

 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                         CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================
      Title of                                     Proposed Maximum     Proposed Maximum
  Securities to be         Amount to be           Offering Price Per   Aggregate Offering    Amount of Registration
     Registered             Registered                Share (1)            Price (1)                Fee (1)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par       2,092,000 shares              $33.06            $69,161,250               $20,958
value $1.25 per share, 
  and associated 
  Preferred Stock
Purchase Rights (2)   
===================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices of
     the Common Stock, as reported on The New York Stock Exchange, Inc.
     Composite Transactions Reporting System for April 28, 1997.
(2)  Preferred Stock Purchase Rights are evidenced by certificates for shares
     of the Common Stock and automatically trade with the Common Stock.  Value
     attributable to such Preferred Stock Purchase Rights, if any, is reflected
     in the market price of the Common Stock.
2

This registration statement on Form S-8 is being filed by the registrant,
Apache Corporation ("Apache"), for the purposes of (i) registering 2,000,000
shares of Apache Common Stock, par value $1.25 per share ("Apache Common
Stock") for issuance under the terms of Apache's 1996 Share Price Appreciation
Plan, (ii) registering 54,000 shares of Apache Common Stock under the terms of
that certain Conditional Grant Agreement, made as of January 1, 1997, between
Apache and PetroModels, Inc., a consultant to Apache; (iii) registering 18,000
shares of Apache Common Stock under the terms of that certain Conditional Grant
Agreement, to be made as of May 1, 1997, between Apache and Thomas B. Patrick,
a consultant to Apache, and (iv) registering 20,000 shares of Apache Common
Stock under the terms of that certain Stock Option Agreement, to be made as of
May 1, 1997, between Apache and Thomas B. Patrick, a consultant to Apache.
3

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Apache Corporation (the "Registrant" or
"Apache") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Commission File No. 1-4300, are incorporated by reference into this
Registration Statement:

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

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

The descriptions set forth below of the common stock of Apache, par value $1.25
per share ("Apache Common Stock"), the preferred stock and the Rights (as
defined below) constitute brief summaries of certain provisions of Apache's
Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement
between Apache and Norwest Bank Minnesota, N. A. ("Norwest"), and are qualified
in their entirety by reference to the relevant provisions of such documents,
all of which are listed under Item 8 as exhibits to this Registration Statement
and are incorporated herein by reference.

APACHE COMMON STOCK

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

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

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

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

                                     II - 1
4

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

PREFERRED STOCK

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

RIGHTS

         In December 1995, Apache declared a dividend of one right (a "Right")
for each outstanding share of Apache Common Stock effective January 31, 1996. 
Each Right entitles the registered holder to purchase from Apache one
ten-thousandth (1/10,000) of a share of Series A Preferred Stock at a price of
$100 per one ten-thousandth of a share, subject to adjustment.  The Rights are
exercisable ten calendar days following a public announcement that certain
persons or groups have acquired 20 percent or more of the outstanding shares of
Apache Common Stock or ten business days following commencement of an offer for
30 percent or more of the outstanding shares of Apache Common Stock.  Unless and
until the Rights become exercisable, they will be transferred with and only with
the shares of Apache Common Stock.  If Apache engages in certain business
combinations or a 20-percent stockholder engages in certain transactions with
Apache, the Rights become exercisable for Apache Common Stock or the common
stock of the corporation acquiring Apache (as the case may be) at 50 percent of
the then-market price.  Any Rights that are or were beneficially owned by a
person who has acquired 20 percent or more of the outstanding shares of Apache
Common Stock, and who engages in certain transactions or realizes the benefits
of certain transactions with Apache, will become void.  Apache may redeem the
Rights at $.01 per Right at any time until ten business days after public
announcement that a person has acquired 20 percent or more of the outstanding
shares of Apache Common Stock.  Unless the Rights have been previously redeemed,
all shares of Apache Common Stock will include Rights, including the Apache
Common Stock issuable under the terms of the Apache Corporation 1996 Performance
Stock Option Plan.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                     II - 2
5

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, authorizes a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
because the person is or was a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the suit or proceeding if the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful.  Similar
indemnity is authorized against expenses (including attorneys' fees) actually
and reasonably incurred in defense or settlement of any pending, completed or
threatened action or suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) the person shall not have been adjudged liable to the
corporation.  The indemnification may be made only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
        
         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him.  Apache maintains
policies insuring the officers and directors of Apache and its subsidiaries
against certain liabilities for actions taken in their capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

                                     II - 3
6

ITEM 8. EXHIBITS.

The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER                               DESCRIPTION OF EXHIBIT
------                               ----------------------
4.1  Restated Certificate of Incorporation of Apache Corporation
      (incorporated by reference to Exhibit 3.1 to Apache's Annual Report on
      Form 10-K for the fiscal year ended December 31, 1993, Commission File
      No. 1-4300)

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

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

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

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

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

 4.7  Apache Corporation 1996 Share Price Appreciation Plan (incorporated by
      reference to Appendix A to Apache's definitive 14A Proxy Statement,
      Commission File No. 1-4300, filed March 28, 1997)

*4.8  Form of Conditional Grant Agreement, made as of January 1, 1997, between
      Apache and PetroModels, Inc.

*4.9  Form of Conditional Grant Agreement, to be made as of May 1, 1997,
      between Apache and Thomas B. Patrick

*4.10 Form of Stock Option Agreement, to be made as of May 1, 1997, between
      Apache and Thomas B. Patrick

*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
II - 4
7
EXHIBIT
NUMBER           DESCRIPTION OF EXHIBIT
------           ----------------------
*23.3    Consent of Ryder Scott Company Petroleum Engineers

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

*23.5    Consent of legal counsel included in Exhibit 5.1

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

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

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

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

     (ii)  To reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the registration statement;
     
     (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or
     any material change to such information in the registration statement;

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

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

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

                                     II - 5
8

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

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

(b)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions of Article 15, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                     II - 6
9

                                   SIGNATURES

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

                                        APACHE CORPORATION

Date:  April 30, 1997                   By: /s/ Raymond Plank
                                           ------------------------------------
                                           Raymond Plank,
                                           Chairman and Chief Executive Officer

                                 POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons, in the capacities and on
the dates indicated.
SIGNATURE               TITLE                                 DATE
---------               -----                                 ----
/s/ Raymond Plank       Chairman and Chief
----------------------  Executive Officer                              
Raymond Plank           (Principal Executive Officer)     April 30, 1997
                                                                       

/s/ Mark A. Jackson     Vice President and Chief
----------------------  Financial Officer              
Mark A. Jackson         (Principal Financial Officer)     April 30, 1997
                                                                       

/s/ Thomas L. Mitchell  Controller and Chief
----------------------  Accounting Officer                             
Thomas L. Mitchell      (Principal Accounting Officer)    April 30, 1997
10
SIGNATURE                    TITLE                            DATE
---------                    -----                            ----
/s/ Frederick M. Bohen       Director
---------------------------
Frederick M. Bohen                                       April 30, 1997

/s/ Virgil B. Day            Director
---------------------------
Virgil B. Day                                            April 30, 1997

/s/ G. Steven Farris         Director
---------------------------
G. Steven Farris                                         April 30, 1997

/s/ Randolph M. Ferlic       Director
---------------------------
Randolph M. Ferlic                                       April 30, 1997
                                                                       
                                                                       
/s/ Eugene C. Fiedorek       Director                                       
---------------------------
Eugene C. Fiedorek                                       April 30, 1997

/s/ W. Brooks Fields         Director
---------------------------
W. Brooks Fields                                         April 30, 1997

                             Director
---------------------------
Robert V. Gisselbeck                                     April 30, 1997

/s/ Stanley K. Hathaway      Director
---------------------------
Stanley K. Hathaway                                      April 30, 1997

/s/ John A. Kocur            Director
---------------------------
John A. Kocur                                            April 30, 1997

/s/ George D. Lawrence, Jr.  Director
---------------------------
George D. Lawrence, Jr.                                  April 30, 1997

/s/ Mary Ralph Lowe          Director
---------------------------
Mary Ralph Lowe                                          April 30, 1997

/s/ Joseph A. Rice           Director
---------------------------
Joseph A. Rice                                           April 30, 1997
11

                               INDEX TO EXHIBITS
EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
------   ----------------------
4.1     Restated Certificate of Incorporation of Apache Corporation           
         (incorporated by reference to Exhibit 3.1 to Apache's Annual Report on
         Form 10-K for the fiscal year ended December 31, 1993, Commission File
         No. 1-4300)                                                         
                                                                             
 4.2     Certificate of Ownership and Merger Merging Apache Energy Resources 
         Corporation into Registrant, effective December 31, 1995, as filed
         with the Secretary of State of Delaware on December 21, 1995
         (incorporated by reference to Exhibit 3.2 to Apache's Annual Report on
         Form 10-K for the fiscal year ended December 31, 1995, Commission
         File No. 1-4300)        
        
 4.3     Certificate of Designations, Preferences and Rights of Series A Junior
         Participating Preferred Stock of Registrant, effective January 31,
         1996, as filed with the Secretary of State of Delaware on January 22,
         1996 (incorporated by reference to Exhibit 3.3 to Apache's Annual
         Report on  Form 10-K for the fiscal year ended December 31, 1995,
         Commission File No. 1-4300)                                   
                                                                              
 4.4     Bylaws of Apache Corporation, as amended July 11, 1996, effective May
         2, 1996 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 on
         Form 8-K/A to Apache's Current Report on Form 8-K, dated May 20, 1996,
         Commission File No. 1-4300)
        
 4.5     Form of Apache Common Stock Certificate (incorporated by reference to 
         Exhibit 4.1 to Apache's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995, Commission File No. 1-4300)                  
                                                                           
 4.6     Rights Agreement, dated as of January 31, 1996, between Apache and
         Norwest Bank Minnesota, N.A., rights agent, relating to the declaration
         of a Rights dividend to the holders of Apache Common Stock of record on
         January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's
         Registration Statement on Form 8-A, Commission File No. 1-4300)       
                                                                               
 4.7     Apache Corporation 1996 Share Price Appreciation Plan (incorporated by
         reference to Appendix A to Apache's definitive 14A Proxy Statement,   
         Commission File No. 1-4300, filed March 28, 1997)                     
                                                                               
*4.8     Form of Conditional Grant Agreement, made as of January 1, 1997,
         between Apache and PetroModels, Inc.                                  
                                                                              
*4.9     Form of Conditional Grant Agreement, to be made as of May 1, 1997,   
         between Apache and Thomas B. Patrick                                 
                                                                              
*4.10    Form of Stock Option Agreement, to be made as of May 1, 1997, between
         Apache and Thomas B. Patrick                                         
                                                                              
*5.1     Opinion of legal counsel regarding legality of securities being      
         registered                                                           
                                                                              
*23.1    Consent of of Arthur Andersen LLP                                    
                                                                              
*23.2    Consent of Coopers & Lybrand, Chartered Accountants                  
                                                                              
*23.3    Consent of Ryder Scott Company Petroleum Engineers                   
                                                                              
*23.4    Consent of Netherland, Sewell & Associates, Inc.                     
                                                                              
*23.5    Consent of legal counsel included in Exhibit 5.1                     
                                                                              
*24.1    Power of Attorney included as part of the signature pages of this    
         Registration Statement
-------------------
*Filed herewith