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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                    FORM 8-K



                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  December 6, 1994




                               APACHE CORPORATION
             (Exact name of registrant as specified in its charter)




DELAWARE                                  1-4300                      41-0747868
(State or other jurisdiction           (Commission              (I.R.S. Employer
of incorporation)                      File Number)               Identification
                                                                         Number)
                                                     



                            2000 POST OAK BOULEVARD
                                   SUITE 100
                           HOUSTON, TEXAS  77056-4400
                    (Address of Principal Executive Offices)

      Registrant's telephone number, including area code:  (713) 296-6000
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ITEM 5.  OTHER EVENTS

         On December 6, 1994, Apache Corporation announced the issuance of up
to $172.5 million principal amount of 6% Convertible Subordinated Debentures due
2002.  Apache issued a press release, dated December 6, 1994, which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)     Exhibits

                 EXHIBIT          DOCUMENT
                 -------          --------

                  99.1            Press Release, dated December 6, 1994 (Apache
                                  Issues $150 Million Convertible Subordinated
                                  Debentures)



                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                              APACHE CORPORATION             
                                                                             
                                                                             
                                                                             
Date:  December 20, 1994                      /s/ Zurab S. Kobiashvili       
                                              Zurab S. Kobiashvili           
                                              Vice President, General Counsel
                                              and Secretary                  





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                                                                    EXHIBIT 99.1





                              [Apache Letterhead]


Tuesday, December 6, 1994



         APACHE ISSUES $150 MILLION CONVERTIBLE SUBORDINATED DEBENTURES

HOUSTON -- Apache Corporation (NYSE:APA) today announced that it has entered
into an agreement to place $150 million principal amount ($172.5 million
principal amount if the overallotment option is exercised in full) of  6%
Convertible Subordinated Debentures due January 15, 2002. The debentures may be
redeemed by the company no sooner than January 15, 1998, and are subordinated
in right of payment to all senior indebtedness of the company.  The debentures
are convertible at the option of the holders into common stock of the company
at a conversion price of $30.68 per share, subject to adjustment.  The closing
of the placement of the debentures is expected to occur on January 4, 1995.

Net proceeds from the sale will be used for general corporate purposes,
including reduction of debt and to provide funds for acquisitions.

The debentures will not be and have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent exemption from registration requirements.

                                     # # #

Investor Relations:    Paul Korus               Media Relations:    Suzanne Best
                       713-296-6662                                 713-296-6154