<PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2000

                                                 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)

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

          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
                             DEFERRED DELIVERY PLAN

                      NON-QUALIFIED RETIREMENT/SAVINGS PLAN
                              OF APACHE CORPORATION

                           (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)

<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(1)              Registered            Share(2)               Price(2)                  Fee(2)
  ---------------------------- ------------------ --------------------- ------------------------ ---------------------------
<S>                            <C>                <C>                   <C>                      <C>
       Common Stock, par
  value $1.25 per share, and     1,100,000 shares         $36.094              $39,703,400                $10,482
  associated Preferred Stock
      Purchase Rights(3)
  ==========================================================================================================================
</TABLE>

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

(2)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rules 457(c) and 457(h), the offering price and
         registration fee are computed on the basis of the average of the high
         and low prices of the Common Stock, as reported on The New York Stock
         Exchange, Inc. Composite Transactions Reporting System for February 23,
         2000.

(3)      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 1,000,000 shares of
Apache Common Stock, par value $1.25 per share ("Apache Common Stock"), for
issuance under the terms of the Apache Corporation Deferred Delivery Plan, and
(ii) registering 100,000 shares of Apache Common Stock for issuance under the
terms of the Non-Qualified Retirement/Savings Plan of Apache Corporation. Such
1,100,000 shares of Apache Common Stock have been reserved and authorized for
issuance from the capital stock held in Apache's treasury.






<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 year ended December 31, 1998.

(2)      Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
         June 30, 1999 and September 30, 1999.

(3)      Current Reports on Form 8-K dated October 5, 1999, November 30, 1999,
         December 17, 1999, and February 3, 2000.

(4)      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.


                                     II - 1


<PAGE>   4


         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.

         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 (i) 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,
(ii) 100,000 shares have been designated 5.68% Cumulative Preferred Stock,
Series B ("Series B Preferred Stock"), and (iii) 140,000 shares have been
designated Automatically Convertible Equity Securities, Conversion Preferred
Stock, Series C ("Series C Preferred Stock"). A total of 100,000 shares of
Series B Preferred Stock and 140,000 shares of Series C Preferred Stock are
currently outstanding, and shares of Series A Preferred Stock have been reserved
for issuance in accordance with the Rights Agreement relating to the Rights.
Additional 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.

         In addition, if a person or group becomes the beneficial owner of 20
percent or more of the outstanding shares of Apache Common Stock (a "flip in
event"), each Right will become exercisable for shares of Apache Common Stock at
50 percent of the then market price. If a 20-percent stockholder acquires
Apache, by merger or otherwise, in a transaction where Apache does not survive
or in which Apache Common Stock is changed or exchanged (a "flip over event"),
the Rights become exercisable for shares of the common stock of the corporation
acquiring Apache at 50 percent of the then market price of Apache Common Stock.
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 of a flip in event.
The Rights will expire on January 31, 2006, 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 Deferred Delivery Plan of Apache Corporation.



                                     II - 2
<PAGE>   5


ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

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 of the DGCL 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:

EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT

 4.1              Restated Certificate of Incorporation of Apache Corporation
                  (incorporated by reference to Exhibit 99.1 to Apache's Current
                  Report on Form 8-K, dated December 17, 1999, Commission File
                  No. 1-4300)

 4.2              Bylaws of Apache Corporation, as amended July 14, 1999
                  (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 18, 1999, Commission File No. 1-4300)

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

 4.4              Rights Agreement, dated January 31, 1996, between Apache and
                  Norwest Bank Minnesota, N.A., rights agent (incorporated by
                  reference to Exhibit (a) to Apache's Registration Statement on
                  Form 8-A, dated January 24, 1996, Commission File No. 1-4300)

 *4.5             Apache Corporation Deferred Delivery Plan, effective as of
                  February 10, 2000, and election forms.

 4.6              Non-Qualified Retirement/Savings Plan of Apache Corporation,
                  restated as of January 1, 1997, and amendments effective as of
                  January 1, 1997, January 1, 1998 and January 1, 1999
                  (incorporated by reference to Exhibit 10.17 to Apache's Annual
                  Report on Form 10-K for the year ended December 31, 1998,
                  Commission File No. 1-4300)

 *4.7             Amendment to the Non-Qualified Retirement/Savings Plan of
                  Apache Corporation, effective as of January 1, 1999.

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

 *23.1            Consent of Arthur Andersen LLP

 *23.2            Consent of Ryder Scott Company Petroleum Engineers

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

 *23.4            Consent of legal counsel included in Exhibit 5.1

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

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




                                     II - 4
<PAGE>   7




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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

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

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

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




                                     II - 5
<PAGE>   8


(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 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: February 24, 2000                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
Roger B. Plank, 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)           February 24, 2000


/s/ Roger B. Plank                        Vice President and Chief
---------------------------               Financial Officer
Roger B. Plank                            (Principal Financial Officer)           February 24, 2000


/s/ Thomas L. Mitchell                    Vice President and
---------------------------               Controller
Thomas L. Mitchell                        (Principal Accounting Officer)          February 24, 2000

</TABLE>



<PAGE>   10
<TABLE>
<CAPTION>

SIGNATURE                                 TITLE                                   DATE
---------                                 -----                                   ----
<S>                                       <C>                                     <C>
/s/ Frederick M. Bohen                    Director
---------------------------
Frederick M. Bohen                                                                February 24, 2000


/s/ G. Steven Farris                      Director
---------------------------
G. Steven Farris                                                                  February 24, 2000


/s/ Randolph M. Ferlic                    Director
---------------------------
Randolph M. Ferlic                                                                February 24, 2000


/s/ Eugene C. Fiedorek                    Director
---------------------------
Eugene C. Fiedorek                                                                February 24, 2000


/s/ A. D. Frazier, Jr.                    Director
---------------------------
A. D. Frazier, Jr.                                                                February 24, 2000


/s/ Stanley K. Hathaway                   Director
---------------------------
Stanley K. Hathaway                                                               February 24, 2000


                                          Director
---------------------------
John A. Kocur


/s/ George D. Lawrence Jr.                Director
---------------------------
George D. Lawrence Jr.                                                            February 24, 2000


/s/ Mary Ralph Lowe                       Director
---------------------------
Mary Ralph Lowe                                                                   February 24, 2000


/s/ F. H. Merelli                         Director
---------------------------
F. H. Merelli                                                                     February 24, 2000


/s/ Rodman D. Patton                      Director
---------------------------
Rodman D. Patton                                                                  February 23, 2000


/s/ Joseph A. Rice                        Director
---------------------------
Joseph A. Rice                                                                    February 24, 2000
</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 99.1 to Apache's Current
                  Report on Form 8-K, dated December 17, 1999, Commission File
                  No. 1-4300)

 4.2              Bylaws of Apache Corporation, as amended July 14, 1999
                  (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 18, 1999, Commission File No. 1-4300)

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

 4.4              Rights Agreement, dated January 31, 1996, between Apache and
                  Norwest Bank Minnesota, N.A., rights agent (incorporated by
                  reference to Exhibit (a) to Apache's Registration Statement on
                  Form 8-A, dated January 24, 1996, Commission File No. 1-4300)

 *4.5             Apache Corporation Deferred Delivery Plan, effective as of
                  February 10, 2000, and election forms.

 4.6              Non-Qualified Retirement/Savings Plan of Apache Corporation,
                  restated as of January 1, 1997, and amendments effective as of
                  January 1, 1997, January 1, 1998 and January 1, 1999
                  (incorporated by reference to Exhibit 10.17 to Apache's Annual
                  Report on Form 10-K for the year ended December 31, 1998,
                  Commission File No. 1-4300)

 *4.7             Amendment to the Non-Qualified Retirement/Savings Plan of
                  Apache Corporation, effective as of January 1, 1999.

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

 *23.1            Consent of Arthur Andersen LLP

 *23.2            Consent of Ryder Scott Company Petroleum Engineers

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

 *23.4            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": 30538}]
{"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": "333-31092", "film-number": "553022"}, "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 FEBRUARY 25, 2000

                                                 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 INCORPORATION OR ORGANIZATION)              (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
                                 (713) 296-6000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                               APACHE CORPORATION
                             DEFERRED DELIVERY PLAN

                      NON-QUALIFIED RETIREMENT/SAVINGS PLAN
                              OF APACHE CORPORATION

                           (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(1)              Registered            Share(2)               Price(2)                  Fee(2)
  ---------------------------- ------------------ --------------------- ------------------------ ---------------------------
Common Stock, par
  value $1.25 per share, and     1,100,000 shares         $36.094              $39,703,400                $10,482
  associated Preferred Stock
      Purchase Rights(3)
  ==========================================================================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plans
         described herein.

(2)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rules 457(c) and 457(h), the offering price and
         registration fee are computed on the basis of the average of the high
         and low prices of the Common Stock, as reported on The New York Stock
         Exchange, Inc. Composite Transactions Reporting System for February 23,
         2000.

(3)      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 1,000,000 shares of
Apache Common Stock, par value $1.25 per share ("Apache Common Stock"), for
issuance under the terms of the Apache Corporation Deferred Delivery Plan, and
(ii) registering 100,000 shares of Apache Common Stock for issuance under the
terms of the Non-Qualified Retirement/Savings Plan of Apache Corporation. Such
1,100,000 shares of Apache Common Stock have been reserved and authorized for
issuance from the capital stock held in Apache's treasury.
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 year ended December 31, 1998.

(2)      Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
         June 30, 1999 and September 30, 1999.

(3)      Current Reports on Form 8-K dated October 5, 1999, November 30, 1999,
         December 17, 1999, and February 3, 2000.

(4)      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.

                                     II - 1
4

         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.

         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 (i) 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,
(ii) 100,000 shares have been designated 5.68% Cumulative Preferred Stock,
Series B ("Series B Preferred Stock"), and (iii) 140,000 shares have been
designated Automatically Convertible Equity Securities, Conversion Preferred
Stock, Series C ("Series C Preferred Stock"). A total of 100,000 shares of
Series B Preferred Stock and 140,000 shares of Series C Preferred Stock are
currently outstanding, and shares of Series A Preferred Stock have been reserved
for issuance in accordance with the Rights Agreement relating to the Rights.
Additional 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.

         In addition, if a person or group becomes the beneficial owner of 20
percent or more of the outstanding shares of Apache Common Stock (a "flip in
event"), each Right will become exercisable for shares of Apache Common Stock at
50 percent of the then market price. If a 20-percent stockholder acquires
Apache, by merger or otherwise, in a transaction where Apache does not survive
or in which Apache Common Stock is changed or exchanged (a "flip over event"),
the Rights become exercisable for shares of the common stock of the corporation
acquiring Apache at 50 percent of the then market price of Apache Common Stock.
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 of a flip in event.
The Rights will expire on January 31, 2006, 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 Deferred Delivery Plan of Apache Corporation.

                                     II - 2
5

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

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 of the DGCL 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 99.1 to Apache's Current
                  Report on Form 8-K, dated December 17, 1999, Commission File
                  No. 1-4300)

 4.2              Bylaws of Apache Corporation, as amended July 14, 1999
                  (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 18, 1999, Commission File No. 1-4300)

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

 4.4              Rights Agreement, dated January 31, 1996, between Apache and
                  Norwest Bank Minnesota, N.A., rights agent (incorporated by
                  reference to Exhibit (a) to Apache's Registration Statement on
                  Form 8-A, dated January 24, 1996, Commission File No. 1-4300)

 *4.5             Apache Corporation Deferred Delivery Plan, effective as of
                  February 10, 2000, and election forms.

 4.6              Non-Qualified Retirement/Savings Plan of Apache Corporation,
                  restated as of January 1, 1997, and amendments effective as of
                  January 1, 1997, January 1, 1998 and January 1, 1999
                  (incorporated by reference to Exhibit 10.17 to Apache's Annual
                  Report on Form 10-K for the year ended December 31, 1998,
                  Commission File No. 1-4300)

 *4.7             Amendment to the Non-Qualified Retirement/Savings Plan of
                  Apache Corporation, effective as of January 1, 1999.

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

 *23.1            Consent of Arthur Andersen LLP

 *23.2            Consent of Ryder Scott Company Petroleum Engineers

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

 *23.4            Consent of legal counsel included in Exhibit 5.1

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

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

                                     II - 4
7

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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

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

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

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

                                     II - 5
8

(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 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: February 24, 2000                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
Roger B. Plank, 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)           February 24, 2000

/s/ Roger B. Plank                        Vice President and Chief
---------------------------               Financial Officer
Roger B. Plank                            (Principal Financial Officer)           February 24, 2000

/s/ Thomas L. Mitchell                    Vice President and
---------------------------               Controller
Thomas L. Mitchell                        (Principal Accounting Officer)          February 24, 2000
10
SIGNATURE                                 TITLE                                   DATE
---------                                 -----                                   ----
/s/ Frederick M. Bohen                    Director
---------------------------
Frederick M. Bohen                                                                February 24, 2000

/s/ G. Steven Farris                      Director
---------------------------
G. Steven Farris                                                                  February 24, 2000

/s/ Randolph M. Ferlic                    Director
---------------------------
Randolph M. Ferlic                                                                February 24, 2000

/s/ Eugene C. Fiedorek                    Director
---------------------------
Eugene C. Fiedorek                                                                February 24, 2000

/s/ A. D. Frazier, Jr.                    Director
---------------------------
A. D. Frazier, Jr.                                                                February 24, 2000

/s/ Stanley K. Hathaway                   Director
---------------------------
Stanley K. Hathaway                                                               February 24, 2000

                                          Director
---------------------------
John A. Kocur

/s/ George D. Lawrence Jr.                Director
---------------------------
George D. Lawrence Jr.                                                            February 24, 2000

/s/ Mary Ralph Lowe                       Director
---------------------------
Mary Ralph Lowe                                                                   February 24, 2000

/s/ F. H. Merelli                         Director
---------------------------
F. H. Merelli                                                                     February 24, 2000

/s/ Rodman D. Patton                      Director
---------------------------
Rodman D. Patton                                                                  February 23, 2000

/s/ Joseph A. Rice                        Director
---------------------------
Joseph A. Rice                                                                    February 24, 2000
11
                               INDEX TO EXHIBITS
EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT
-------           ----------------------
4.1              Restated Certificate of Incorporation of Apache Corporation
                  (incorporated by reference to Exhibit 99.1 to Apache's Current
                  Report on Form 8-K, dated December 17, 1999, Commission File
                  No. 1-4300)

 4.2              Bylaws of Apache Corporation, as amended July 14, 1999
                  (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 18, 1999, Commission File No. 1-4300)

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

 4.4              Rights Agreement, dated January 31, 1996, between Apache and
                  Norwest Bank Minnesota, N.A., rights agent (incorporated by
                  reference to Exhibit (a) to Apache's Registration Statement on
                  Form 8-A, dated January 24, 1996, Commission File No. 1-4300)

 *4.5             Apache Corporation Deferred Delivery Plan, effective as of
                  February 10, 2000, and election forms.

 4.6              Non-Qualified Retirement/Savings Plan of Apache Corporation,
                  restated as of January 1, 1997, and amendments effective as of
                  January 1, 1997, January 1, 1998 and January 1, 1999
                  (incorporated by reference to Exhibit 10.17 to Apache's Annual
                  Report on Form 10-K for the year ended December 31, 1998,
                  Commission File No. 1-4300)

 *4.7             Amendment to the Non-Qualified Retirement/Savings Plan of
                  Apache Corporation, effective as of January 1, 1999.

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

 *23.1            Consent of Arthur Andersen LLP

 *23.2            Consent of Ryder Scott Company Petroleum Engineers

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

 *23.4            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