<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                      Pursuant to Section 13 or 15 of the
                        Securities Exchange Act of 1934

              Date of Earliest Event Reported:  February 22, 1996


                               APACHE CORPORATION
             (Exact name of Registrant as specified in its Charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

         1-4300                                           41-0747868
(Commission File Number)                    (I.R.S. Employer Identification No.)

                        One Post Oak Central, Suite 100
                            2000 Post Oak Boulevard
                           Houston, Texas  77056-4400
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:  (713) 296-6000

<PAGE>   2

ITEM 5.  OTHER EVENTS.

        Exhibits are filed herewith in connection with the Registration
Statement on Form S-3 (File No. 33-63923) filed by Apache Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), and declared effective
by the Commission on December 13, 1995, covering the Registrant's senior debt
securities (the "Debt Securities") for delayed or continuous offering to the
public pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed $250 million. Reference is made to the Registration
Statement for further information concerning the terms of the Debt Securities
registered pursuant to the Registration Statement and the offering thereof.
Debt Securities are issuable under an indenture, dated as of February 15, 1996,
between the Registrant and Chemical Bank, as trustee (the "Indenture").

        Pursuant to a terms agreement dated February 22, 1996 and an
underwriting agreement basic terms incorporated by reference therein 
(collectively, the "Underwriting Agreement"), by and between the Registrant 
and First Chicago Capital Markets, Inc., Lehman Brothers Inc. and J.P. Morgan 
Securities Inc. (the "Underwriters"), the Registrant will issue to the 
Underwriters, for offering to the public, $100,000,000 principal amount of the 
Registrant's 7.70% Notes due 2026 (the "Notes") under the Indenture.

        The exhibits to this Form 8-K consist of the Underwriting Agreement,
the form of Note, a legality opinion (and consent of the Registrant's counsel)
relating to the Notes, and a Statement of Computation of Ratios of Earnings to
Fixed Charges of the Registrant.


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


        Exhibits
        --------

        1.1              Underwriting Agreement, dated February 22, 1996,
                         between the Underwriters and the Registrant.

        4.1              Form of 7.70% Notes due 2026.

        5.1              Opinion, dated February 22, 1996, of Z.S. Kobiashvili,
                         Vice President and General Counsel of the Registrant,
                         as to legality of the Notes.

        12.1             Statement of Computation of Ratios of Earnings to
                         Fixed Charges

        23.1             Consent of Z.S. Kobiashvili (included in Exhibit 5.1).


                                     -2-

<PAGE>   3

                                   SIGNATURES

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

Dated:  February 22, 1996

                                             APACHE CORPORATION
                                                (Registrant)


                                   By: /s/  ZURAB S. KOBIASHVILI
                                      ------------------------------------------
                                       Name:  Zurab S. Kobiashvili 
                                       Title: Vice President and General Counsel




                                     -3-

<PAGE>   4

                                 EXHIBIT INDEX


Exhibits
- --------

1.1              Underwriting Agreement, dated February 22, 1996, between the
                 Underwriters and the Registrant.

4.1              Form of 7.70% Notes due 2026.

5.1              Opinion, dated February 22, 1996, of Z.S. Kobiashvili, Vice
                 President and General Counsel of the Registrant, as to the
                 legality of the Notes.

12.1             Statement of Computation of Ratios of Earnings to Fixed
                 Charges

23.1             Consent of Z.S. Kobiashvili (included in Exhibit 5.1).




                                     -4-





<PAGE>   1

                                                                     EXHIBIT 1.1

                                TERMS AGREEMENT

                                                               February 22, 1996

Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400


Dear Sirs:

         The undersigned underwriters (the "Underwriters") understand that
Apache Corporation (the "Company") proposes to issue and sell $100,000,000
aggregate principal amount of its debt securities (the "Offered Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Underwriters offer to purchase, severally and not
jointly, the principal amount of Offered Securities set forth below opposite
their respective names at 98.757% of the principal amount thereof together with
accrued interest thereon from February 27, 1996 to the Closing Time:


<TABLE>
<CAPTION>
                                                               Principal
                                                               Amount of
         Underwriter                                        Debt Securities
         -----------                                        ---------------
<S>                                                           <C>
First Chicago Capital Markets, Inc.                            $40,000,000
Lehman Brothers Inc.                                           $30,000,000
J.P. Morgan Securities Inc.                                    $30,000,000     
                                                             ---------------

                                                   Total      $100,000,000  
                                                             ===============
</TABLE>



         The Offered Securities shall have the following terms:


<TABLE>
<S>                                           <C>
Principal amount:                             $100,000,000
Form:                                         registered book-entry form
Denomination:                                 $1,000
Date of maturity:                             March 15, 2026
Interest rate, rates or formula
         (or method of calculation
         of interest accrual):                7.70% per annum
Date from which interest
 accrues:             February 27, 1996
Interest payment dates, if any:               March 15 and September 15
                                              (commencing September 15, 1996)
Initial price to public:                      $99,632,000 (99.632%)
Closing Time:                                 February 27, 1996
Place of delivery:                            New York, New York
Company account for wire
   transfer of payment:                       Apache Corporation Master Account
                                              No. 1502 5008 9953; ABA No. 
                                              091-000-022
</TABLE>


<PAGE>   2

<TABLE>
<S>                                                   <C>           <C>
Redemption provisions, if any:                        none
Lock-up pursuant to Section 3(i)
   of the Basic Terms, as defined
   below:                                             yes         
Securities Exchanges, if any, on
   which application will be made
   to list the Offered Securities:                    none
Delayed Delivery Contracts:                           not authorized
         Delivery date:
         Expiration date:
         Compensation to Underwriters:
         Minimum contract:
         Maximum aggregate principal amount:
Other terms, if any:
</TABLE>

         The Underwriters agree to pay the reasonable fees and disbursements of 
counsel for the Underwriters pursuant to Section 5(a) of the Basic Terms.

         All the provisions contained in "Apache Corporation-Debt
Securities--Underwriting Agreement Basic Terms" (the "Basic Terms"), to be
filed as an exhibit to the Registration Statement relating to the Offered
Securities and attached hereto as Annex A, are herein incorporated by reference
in their entirety and shall be deemed to be a part of this Terms Agreement to
the same extent as if such provisions had been set forth in full herein.  Terms
defined in such document are used herein as therein defined.

         Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be sufficient if given in accordance with Section 11 of the
Basic Terms addressed to:

         First Chicago Capital Markets, Inc.
         One First National Plaza
         Chicago, IL 60670
         Attention: Walter Green, III, Managing Director
         Telecopy No.: (312) 732-3055

         Lehman Brothers Inc.
         Three World Financial Center
         200 Vesey Street
         New York, NY 10285
         Attention: Jamie Saxton, Associate
         Telecopy No.: (212) 528-8859

         J.P. Morgan Securities Inc.
         60 Wall Street
         New York, NY 10260
         Attention: Syndicate Desk
         Telecopy No.: (212) 648-5909

which shall, for all purposes of this Agreement, be the "Representatives".


                                      2

<PAGE>   3
                                        Very Truly yours,

                                        FIRST CHICAGO CAPITAL MARKETS, INC.
                                        LEHMAN BROTHERS INC.  
                                        J.P. MORGAN SECURITIES INC.

                                        By:  FIRST CHICAGO CAPITAL 
                                               MARKETS, INC.

                                             Acting for themselves and as
                                             Representative of the
                                             Underwriters


                                        By: /s/
                                            -----------------------------
                                            Name: Don L. Bach 
                                            Title: Managing Director

Accepted:

APACHE CORPORATION

By: /s/
   -------------------------- 
     Name: Matt Dundrea                     
     Title: Assistant Treasurer


                                      3

<PAGE>   4
                                    ANNEX A


                     [Apache Corporation--Debt Securities--
                      Underwriting Agreement Basic Terms]

<PAGE>   5
                                                                    ANNEX A


================================================================================


                               APACHE CORPORATION


                                DEBT SECURITIES


                       UNDERWRITING AGREEMENT BASIC TERMS


================================================================================


<PAGE>   6



                               Apache Corporation


                                Debt Securities


                       UNDERWRITING AGREEMENT BASIC TERMS


         Apache Corporation, a Delaware corporation (the "Company"), may issue
and sell from time to time its debt securities (the "Debt Securities").  The
Debt Securities are issuable under an indenture, dated as of February 15, 1996
(the "Indenture"), between the Company and Chemical Bank, as trustee (the
"Trustee").  Each issue of Debt Securities may vary as to series, aggregate
principal amount, maturity, interest rate or rates and timing of payments
thereof, redemption provisions, if any, and any other variable terms as set
forth in the Terms Agreement (as defined below) relating thereto which the
Indenture contemplates may be set forth in the Debt Securities as issued from
time to time.

         Whenever the Company determines to make an offering of Debt
Securities, the Company will enter into an agreement (the "Terms Agreement")
providing for the sale of such securities (the "Offered Securities") to, and
the purchase and offering thereof by, one or more underwriters specified in the
Terms Agreement (the "Underwriters", which term shall include any Underwriters
substituted pursuant to Section 10 hereof).  The Terms Agreement relating to
the Offered Securities shall specify the names of the Underwriters
participating in such offering, the amount of Offered Securities which each
such Underwriter severally agrees to purchase, the price at which the Offered
Securities are to be purchased by the Underwriters from the Company, the
initial public offering price, the time and place of delivery and payment, such
other information as is indicated in Exhibit A hereto and such other terms as
are agreed by the Company and the Underwriters.  In addition, each Terms
Agreement shall specify whether the Company has agreed to grant to the
Underwriters an option to purchase additional Offered Securities to cover
over-allotments, if any, and the amount of Offered Securities subject to such
option (the "Option Securities").  As used herein, the term "Offered
Securities" shall include the Option Securities, if any, and "Representatives"
shall mean the Underwriter or Underwriters so specified in the Terms Agreement
or, if no Underwriter is so specified, shall mean each Underwriter.  The



<PAGE>   7
Terms Agreement may be in the form of an exchange of any standard form of
written telecommunication between the Underwriters and the Company.  The
offering of the Offered Securities will be governed by the Terms Agreement, as
supplemented hereby (collectively, this "Agreement"), and this Agreement shall
inure to the benefit of and be binding upon each Underwriter participating in
the offering of the Offered Securities.

         The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
33-63923) for the registration of Debt Securities, including the Offered
Securities, under the Securities Act of 1933, as amended (the "1933 Act"), and
the offering thereof from time to time in accordance with Rule 415 of the rules
and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"), and has prepared and filed such amendments thereto as may have
been required to the date hereof.  Such registration statement, as amended, has
been declared effective by the Commission, and the Indenture has been qualified
under the Trust Indenture Act of 1939 (the "1939 Act").  As provided in Section
3(a), a prospectus supplement reflecting the terms of the Offered Securities,
the terms of the offering thereof and the other matters set forth therein has
been prepared and will be filed pursuant to Rule 424 under the 1933 Act.  Such
prospectus supplement, in the form first filed after the date of the Terms
Agreement pursuant to Rule 424, is herein referred to as the "Prospectus
Supplement".  Such registration statement, as amended at the date of the Terms
Agreement, including the exhibits thereto and the documents incorporated by
reference therein, is herein called the "Registration Statement", and the basic
prospectus included therein relating to all offerings of Debt Securities under
the Registration Statement, as supplemented by the Prospectus Supplement, is
herein called the "Prospectus", except that, if such basic prospectus is
amended or supplemented on or prior to the date on which the Prospectus
Supplement is first filed pursuant to Rule 424, the term "Prospectus" shall
refer to the basic prospectus as so amended or supplemented and as supplemented
by the Prospectus Supplement or, if any revised prospectus shall be provided to
the Underwriters by the Company for their use in connection with the offering
of the Offered Securities which differs from such basic prospectus and
Prospectus Supplement (whether or not required to be filed by the Company
pursuant to Rule 424), the term "Prospectus" shall refer to such revised
prospectus (including any prospectus supplement) from and after the time it is
first provided to the Underwriters for such use, in either case including the
documents filed by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), that are incorporated by
reference therein.




                                      2

<PAGE>   8
         SECTION 1.  Representations and Warranties.  The Company represents
and warrants to each Underwriter named in the Terms Agreement as of the date
thereof and as of the Closing Time referred to in Section 2(c) hereof, and as
of each Date of Delivery (if any) referred to in Section 2(b) hereof (in each
case, a "Representation Date"), as follows:

                 (a)  The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware with corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectus and to enter into and perform its obligations under this
         Agreement; and the Company is duly qualified as a foreign corporation
         to transact business and is in good standing in the State of Texas and
         in each other jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure to so qualify and be in
         good standing would not have a material adverse effect on the
         condition, financial or otherwise, or the results of operations,
         business affairs or business prospects of the Company and its
         subsidiaries considered as one enterprise.

                 (b)  Each "significant subsidiary" of the Company as defined
         in Rule 405 of Regulation C of the 1933 Act Regulations (collectively,
         the "Significant Subsidiaries") has been duly incorporated and is
         validly existing as a corporation in good standing under the laws of
         the jurisdiction of its incorporation, has corporate power and
         authority to own, lease and operate its properties and conduct its
         business as described in the Prospectus and is duly qualified as a
         foreign corporation to transact business and is in good standing in
         each jurisdiction in which such qualification is required, whether by
         reason of the ownership or leasing of property or the conduct of
         business, except where the failure to so qualify and be in good
         standing would not have a material adverse effect on the condition,
         financial or otherwise, or the results of operations, business affairs
         or business prospects of the Company and its subsidiaries considered
         as one enterprise; and, except as described in the Prospectus, all of
         the issued and outstanding capital stock of each Significant
         Subsidiary has been duly authorized and validly issued, is fully paid
         and non-assessable and, except for directors' qualifying shares (if
         applicable), is owned by the Company, directly or through
         subsidiaries, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity.




                                      3

<PAGE>   9
                 (c)  At the time the Registration Statement became effective
         and as of each Representation Date, the Registration Statement
         complied and will comply in all material respects with the
         requirements of the 1933 Act and the 1933 Act Regulations and the 1939
         Act and the rules and regulations of the Commission promulgated
         thereunder; the Registration Statement, at the time it became
         effective, did not, and at each time thereafter at which any amendment
         to the Registration Statement becomes effective or any Annual Report
         on Form 10-K is filed by the Company with the Commission and as of
         each Representation Date, will not, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         and the Prospectus, as of each Representation Date, does not and will
         not include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading; provided, however, that the representations and warranties
         in this subsection shall not apply to statements in or omissions from
         the Registration Statement or the Prospectus made in reliance upon and
         in conformity with information furnished to the Company in writing by
         the Underwriters expressly for use in the Registration Statement or
         the Prospectus.

                 (d)  The documents incorporated by reference in the
         Prospectus, at the time they were or hereafter are filed with the
         Commission, complied or when so filed will comply, as the case may be,
         in all material respects with the requirements of the 1934 Act and the
         rules and regulations of the Commission promulgated thereunder (the
         "1934 Act Regulations"), and, when read together and with the other
         information in the Prospectus, did not and will not include an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were or
         are made, not misleading.

                 (e)  The accountants who certified the financial statements
         included or incorporated by reference in the Registration Statement
         and the Prospectus are independent public accountants with respect to
         the Company as required by the 1933 Act and the 1933 Act Regulations.

                 (f)  The financial statements and any supporting schedules of
         the Company and its subsidiaries included or incorporated by
         reference in the Registration Statement and the Prospectus present
         fairly the consolidated financial


                                      4

<PAGE>   10
         position of the Company and its subsidiaries as of the dates indicated
         and the consolidated results of their operations for the periods
         specified; except as stated therein, said financial statements have
         been prepared in conformity with U.S. generally accepted accounting
         principles applied on a consistent basis; and the supporting schedules
         included or incorporated by reference in the Registration Statement
         and the Prospectus present fairly the information required to be
         stated therein.

                 (g)  The petroleum engineers who have consented to being named
         as having reviewed certain reserve data included or incorporated by
         reference in the Prospectus are independent engineers with respect to
         the Company and its subsidiaries.

                 (h)  This Agreement and the applicable Delayed Delivery
         Contracts (as defined below), if any, have been duly authorized,
         executed and delivered by the Company and, upon execution and delivery
         by the Underwriters, will be valid and legally binding agreements of
         the Company; on and after the Closing Time, the Indenture will have
         been duly authorized, executed and delivered by the Company and,
         assuming due execution and delivery by the Trustee, will be a valid
         and legally binding agreement of the Company enforceable in accordance
         with its terms, except as enforcement thereof may be limited by
         bankruptcy, insolvency, reorganization, moratorium or other laws
         relating to or affecting enforcement of creditors' rights generally or
         by general equity principles, and except further as enforcement
         thereof may be limited by (1) requirements that a claim with respect
         to any Debt Securities denominated other than in U.S. dollars (or a
         foreign currency or composite currency judgment in respect of such
         claim) be converted into U.S. dollars at a rate of exchange prevailing
         on a date determined pursuant to applicable law or (2) governmental
         authority to limit, delay or prohibit the making of payments outside
         the United States. The Offered Securities have been duly and validly
         authorized for issuance, offer and sale pursuant to this Agreement and
         each Delayed Delivery Contract, if any, and when issued, authenticated
         and delivered pursuant to the provisions of this Agreement and the
         Indenture against payment of the consideration therefor, the Offered
         Securities will constitute valid and legally binding obligations of
         the Company enforceable in accordance with their terms, except as
         enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium or other laws relating to or affecting
         enforcement of creditors' rights generally or by general equity
         principles, and except




                                      5

<PAGE>   11
         further as enforcement thereof may be limited by (1) requirements that
         a claim with respect to any Offered Securities denominated other than
         in U.S. dollars (or a foreign currency or composite currency judgment
         in respect of such claim) be converted into U.S. dollars at a rate or
         exchange prevailing on a date determined pursuant to applicable law or
         (2) governmental authority to limit, delay or prohibit the making of
         payments outside the United States.  The Offered Securities and the
         Indenture will be substantially in the form heretofore delivered to
         the Underwriters and conform in all material respects to all
         statements relating thereto contained in the Prospectus; and each
         Holder (as defined in the Indenture) of Offered Securities will be
         entitled to the benefits of the Indenture.

                 (i)  Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, except as may
         otherwise be stated therein or contemplated thereby, (1) there has
         been no material adverse change in the condition, financial or
         otherwise, or in the results of operations, business affairs or
         business prospects of the Company and its subsidiaries considered as
         one enterprise, whether or not arising in the ordinary course of
         business and (2) there have been no material transactions entered into
         by the Company or any of its subsidiaries other than those in the
         ordinary course of business.

                 (j)  Neither the Company nor any of its subsidiaries is in
         violation of its charter or in default in the performance or
         observance of any material obligation, agreement, covenant or
         condition contained in any contract, indenture, mortgage, loan
         agreement, note, lease or other instrument to which it is a party or
         by which it or any of them or their properties may be bound, where the
         consequences of such violation or default would have a material
         adverse effect on the condition, financial or otherwise, or the
         results of operations, business affairs or business prospects of the
         Company and its subsidiaries considered as one enterprise; and the
         execution and delivery of this Agreement, each Delayed Delivery
         Contract, if any, and the Indenture and the consummation of the
         transactions contemplated herein and therein have been duly authorized
         by all necessary corporate action of the Company and will not conflict
         with or constitute a breach of, or default under, or result in the
         creation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company or any of its subsidiaries pursuant
         to, any contract, indenture, mortgage, loan agreement, note, lease or
         other instrument to which the Company or any of its subsidiaries is a
         party or by which it




                                      6

<PAGE>   12
         or any of them may be bound or to which any of the property or assets
         of the Company or any subsidiary thereof is subject, nor will such
         action result in any violation of the provisions of the charter or
         by-laws of the Company or any law, administrative regulation or
         administrative or court order or decree, where the consequences of
         such conflict, breach, creation, imposition, violation or default
         would have a material adverse effect on the condition, financial or
         otherwise, or the results of operations, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise.

                 (k)  No consent, approval, authorization, order or decree of
         any court or governmental agency or body is required for the
         consummation by the Company of the transactions contemplated by this
         Agreement or in connection with the sale of Offered Securities
         hereunder, except such as have been obtained or rendered, as the case
         may be, or as may be required under state securities laws ("Blue
         Sky").

                 (l)  Except as may be included or incorporated by reference in
         the Registration Statement and the Prospectus, there is no action,
         suit or proceeding before or by any court or governmental agency or
         body, domestic or foreign, now pending or, to the knowledge of the
         Company, threatened against or affecting the Company or any of its
         subsidiaries which might, in the opinion of the Company, result in any
         material adverse change in the condition, financial or otherwise, or
         in the results of operations, business affairs or business prospects
         of the Company and its subsidiaries considered as one enterprise, or
         could reasonably be expected to materially and adversely affect the
         properties or assets thereof or could reasonably be expected to
         materially and adversely affect the consummation of this Agreement or
         the Indenture or any transaction contemplated hereby or thereby.

                 (m)  There are no contracts or documents of the Company or any
         of its subsidiaries which are required to be filed as exhibits to the
         Registration Statement by the 1933 Act or by the 1933 Act Regulations
         which have not been so filed.

                 (n)  Neither the Company nor any of its subsidiaries is in
         violation of any law, ordinance, governmental rule or regulation or
         court decree to which it may be subject or has failed to obtain any
         license, permit, franchise or other governmental authorization
         necessary to the ownership of its property or to the conduct of its
         business, which violation or failure would materially adversely affect
         the condition, financial or otherwise, or the results of operations,




                                      7

<PAGE>   13
         business affairs or business prospects of the Company and its
         subsidiaries considered as one enterprise; and the Company and its
         subsidiaries own or possess or have obtained all governmental
         licenses, permits, consents, orders, approvals and other
         authorizations and have properly filed with the appropriate
         authorities all notices, applications and other documents necessary to
         lease or own their respective properties and to carry on their
         respective businesses as presently conducted, except where the failure
         to possess such licenses or authorizations or make such filings would
         not materially adversely affect the condition, financial or otherwise,
         or the results of operations, business affairs or business prospects
         of the Company and its subsidiaries considered as one enterprise.

                 (o)  The Company and its subsidiaries own or possess, or can
         acquire on reasonable terms, adequate trademarks, service marks and
         trade names necessary to conduct the business now operated by them,
         except as set forth or incorporated by reference in the Registration
         Statement or except where the failure to own or possess the same would
         not materially adversely affect the condition, financial or otherwise,
         or the results of operations, business affairs or business prospects
         of the Company and its subsidiaries considered as one enterprise, and
         neither the Company nor any of its subsidiaries has received any
         notice of infringement of or conflict with asserted rights of others
         with respect to any trademarks, service marks or trade names which,
         singly or in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, would materially adversely affect the condition,
         financial or otherwise, or the results of operations, business affairs
         or business prospects of the Company and its subsidiaries considered
         as one enterprise.

                 (p)  The Company and its subsidiaries have legal, valid and
         defensible title to all of their interests in oil and gas properties
         and to all other real and personal property owned by them and any
         other real property and buildings held under lease by the Company and
         its subsidiaries are held by them under valid, subsisting and
         enforceable leases, in each case free and clear of all mortgages,
         pledges, liens, security interests, claims, restrictions or
         encumbrances and defects of any kind, except such as (1) are described
         in the Prospectus, (2) liens and encumbrances under operating
         agreements, unitization and pooling agreements, production sales
         contracts, farm-out agreements and other oil and gas exploration and
         production agreements, in each case that secure payment of amounts not
         yet due and payable for the performance of other inchoate obligations
         and are of a scope




                                      8

<PAGE>   14
         and nature customary in connection with similar drilling and producing
         operations or (3) those that do not have a material adverse effect on
         the condition, financial or otherwise, or the results of operations,
         business affairs or business prospects of the Company.

                 (q)  The information underlying the estimates of oil and gas
         reserves as described in the Prospectus is complete and accurate in
         all material respects (or, with regard to any information underlying
         the estimates prepared by any petroleum engineers retained by the
         seller of such oil and gas reserves, is, to the best knowledge of the
         Company after reasonable investigation, complete and accurate in all
         material respects); other than production of the reserves in the
         ordinary course of business and intervening product price fluctuations
         described in the Prospectus, the Company is not aware of any facts or
         circumstances that would result in a material adverse change in the
         reserves or the present value of future net cash flows therefrom as
         described in the Prospectus.   Estimates of such reserves and present
         values comply in all material respects with the applicable
         requirements of Regulation S-X and Industry Guide 2 under the 1933
         Act.

                 (r)  Neither the Company nor any of its subsidiaries is
         required to be registered under the Investment Company Act of 1940, as
         amended (the "1940 Act").

                 (s)      The Company has complied and will comply with the
         provisions of Florida H.B. 1771, codified as Section 517.075 of the
         Florida Statutes, 1987, as amended, and all regulations promulgated
         thereunder relating to issuers doing business in Cuba.

                 (t)      Except as described in the Registration Statement,
         (1) neither the Company nor any of its subsidiaries is in violation of
         any local or foreign laws or regulations relating to pollution or
         protection of human health, the environment (including, without
         limitation, ambient air, surface water, groundwater, land surface or
         subsurface strata) or wildlife, including, without limitation, laws
         and regulations relating to the release or threatened release of
         chemicals, pollutants, contaminants, wastes, toxic substances,
         hazardous substances, petroleum or petroleum products (collectively,
         "Hazardous Materials") or to the manufacture, processing,
         distribution, use, treatment, storage, disposal, transport or handling
         of Hazardous Materials (collectively, "Environmental Laws"), except
         such violations as would not, singly or in the aggregate, have a
         material adverse effect on the condition, financial or




                                      9

<PAGE>   15
         otherwise, or the results of operations, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, and (2) to the best of the Company's knowledge, there are
         no events or circumstances that could reasonably be expected to be the
         basis of an order for clean-up or remediation, or an action, suit or
         proceeding by any private party or governmental body or agency,
         against or affecting the Company or any of its subsidiaries relating
         to any Hazardous Materials or the violation of any Environmental Laws,
         which, singly or in the aggregate, could reasonably be expected to
         have a material adverse effect on the condition, financial or
         otherwise, or the results of operations, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise.

         Any certificate signed by any director or officer of the Company and
delivered to the Representatives or to counsel for the Underwriters shall be
deemed a representation and warranty by the Company as to the matters covered
thereby.

         SECTION 2.  Purchase and Sale.

         (a) The several commitments of the Underwriters to purchase the
Offered Securities pursuant to this Agreement shall be deemed to have been made
on the basis of the representations and warranties herein contained and shall
be subject to the terms and conditions herein and therein set forth.  Offered
Securities which are subject to Delayed Delivery Contracts are herein sometimes
referred to as "Delayed Delivery Offered Securities" and Offered Securities
which are not subject to Delayed Delivery Contracts are herein sometimes
referred to as "Immediate Delivery Offered Securities".

         (b) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company may grant, if so provided in the Terms Agreement, an option to the
Underwriters named in the Terms Agreement, severally and not jointly, to
purchase up to the principal amount of Option Securities set forth therein at
the same price per security (plus, except as otherwise provided in the Terms
Agreement, interest, if any, accrued and unpaid from the Closing Time until the
applicable Date of Delivery), as is applicable to the Offered Securities.  Such
option, if granted, will expire 30 days after the date of the Terms Agreement,
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments which may be made in connection with the offering
and distribution of the Offered Securities upon notice by the Representatives
to the Company setting forth the principal amount




                                     10

<PAGE>   16
of Option Securities as to which the several Underwriters are then exercising
the option and the time and date of payment and delivery for such Option
Securities.  Any such time and date of delivery (a "Date of Delivery") shall be
determined by the Representatives, but shall not be later than seven full
business days and not earlier than two full business days after the exercise of
said option, nor in any event prior to the Closing Time, as hereinafter
defined, unless otherwise agreed upon by the Representatives and the Company.
If the option is exercised as to all or any portion of the Option Securities,
each of the Underwriters, acting severally and not jointly, will purchase the
proportion of the total principal amount of Option Securities then being
purchased that the principal amount of Immediate Delivery Offered Securities
each such Underwriter has agreed to purchase, as set forth in the Terms
Agreement, bears to the total principal amount of Immediate Delivery Offered
Securities, subject to such adjustments as the Representatives in their
discretion shall make to eliminate any sales or purchases in less than
authorized denominations.

         (c)     Payment of the purchase price for, and delivery of, the
Immediate Delivery Offered Securities to be purchased by the Underwriters shall
be made at the place set forth in the Terms Agreement, or at such other place
as shall be agreed upon by the Representatives and the Company, on the third
business day (unless postponed in accordance with the provisions of Section 10)
following the date of the Terms Agreement or such other time as shall be agreed
upon by the Underwriters and the Company (such time and date being referred to
as the "Closing Time").  Except as specified in the Terms Agreement, payment
shall be made to the Company by wire transfer in same day funds to the account
of the Company specified in the Terms Agreement against delivery to the
Underwriters for the respective accounts of the Underwriters of the Immediate
Delivery Offered Securities to be purchased by them (unless the Offered
Securities are issuable only in the form of one or more global instruments
registered in the name of a depository or a nominee of a depository, in which
event the Underwriters' interest in such global instrument shall be noted in a
manner satisfactory to the Underwriters and their counsel).  In addition, in
the event that any or all of the Option Securities are purchased by the
Underwriters, payment of the purchase price for, and delivery of certificates
representing, such Option Securities shall be made at such place as shall be
agreed upon by the Representatives and the Company, on each Date of Delivery as
agreed by the Representatives and the Company.  The Immediate Delivery Offered
Securities shall be in such denominations and registered in such names as the
Underwriters may request in writing at least two business days prior to the
Closing Time or relevant Date of Delivery, as the case may be.  The Immediate
Delivery Offered Securities, which if agreed by the




                                     11

<PAGE>   17
Representatives may be in temporary form, will be made available for
examination and packaging by the Representatives on or before the first
business day prior to the Closing Time or relevant Date of Delivery, as the
case may be.

         (d)     If authorized by the Terms Agreement, the Underwriters named
therein may solicit offers to purchase Offered Securities from the Company
pursuant to delayed delivery contracts ("Delayed Delivery Contracts")
substantially in the form of Exhibit B hereto, with such changes therein as the
Company may approve.  As compensation for arranging Delayed Delivery Contracts,
the Company will pay to the Representatives at the Closing Time, for the
account of the Underwriters, a fee equal to that percentage of the aggregate
principal amount of Delayed Delivery Offered Securities for which Delayed
Delivery Contracts are made at the Closing Time as is specified in the Terms
Agreement.  Any Delayed Delivery Contracts are to be with institutional
investors of the types set forth in the Prospectus Supplement.  At the Closing
Time the Company will enter into Delayed Delivery Contracts (for not less than
the minimum principal amount of Delayed Delivery Offered Securities per Delayed
Delivery Contract specified in the Terms Agreement) with all purchasers
proposed by the Underwriters and previously approved by the Company as provided
below, but not for an aggregate principal amount of Offered Securities in
excess of that specified in the Terms Agreement.  The Underwriters will not
have any responsibility for the validity or performance of Delayed Delivery
Contracts.

         (e)     The Representatives are to submit to the Company, at least two
business days prior to the Closing Time, the names of any institutional
investors with which it is proposed that the Company will enter into Delayed
Delivery Contracts and the principal amount of Delayed Delivery Offered
Securities to be purchased by each of them, and the names of the institutions
with which the making of Delayed Delivery Contracts is approved by the Company
and the principal amount of Delayed Delivery Offered Securities to be covered
by each such Delayed Delivery Contract.

         (f)     The principal amount of Offered Securities agreed to be
purchased by the respective Underwriters pursuant to this Agreement shall be
reduced by the principal amount of Delayed Delivery Offered Securities covered
by Delayed Delivery Contracts, as to each Underwriter as set forth in a written
notice delivered by the Underwriters to the Company; provided, however, that
the total principal amount of Immediate Delivery Offered Securities to be
purchased by all Underwriters shall be the total amount of the Offered
Securities covered by this Agreement, less the total principal amount of
Delayed Delivery Offered Securities covered by Delayed Delivery Contracts.




                                     12

<PAGE>   18
         SECTION 3.  Covenants of the Company.  The Company covenants with each
Underwriter as follows:

                 (a)  Immediately following the execution of the Terms
         Agreement, the Company will prepare a Prospectus Supplement in form
         approved by the Representatives setting forth the principal amount of
         Offered Securities and their terms not otherwise specified in the
         Indenture, if applicable, the names of the Underwriters and the
         principal amount of the Offered Securities which each severally has
         agreed to purchase, the names of the Underwriters, the price at which
         the Offered Securities are to be purchased by the Underwriters from
         the Company, the initial public offering price, the selling concession
         and reallowance, if any, any delayed delivery arrangements, and such
         other information as the Representatives and the Company deem
         appropriate in connection with the offering of the Offered Securities.
         The Company will promptly transmit copies of the Prospectus Supplement
         to the Commission for filing pursuant to Rule 424 of the 1933 Act
         Regulations and will furnish to the Underwriters named therein as many
         copies of the Prospectus (including the Prospectus Supplement) as the
         Representatives shall reasonably request.

                 (b)  If at any time when the Prospectus is required by the
         1933 Act to be delivered in connection with sales of the Offered
         Securities any event shall occur or condition exist as a result of
         which it is necessary, in the opinion of counsel for the Underwriters
         or counsel for the Company, to amend or supplement the Prospectus in
         order that the Prospectus will not include an untrue statement of a
         material fact or omit to state any material fact necessary in order to
         make the statements therein not misleading in the light of the
         circumstances existing at the time the Prospectus is delivered to a
         purchaser, or if it shall be necessary, in the opinion of either such
         counsel, to amend or supplement the Registration Statement or the
         Prospectus in order to comply with the requirements of the 1933 Act or
         the 1933 Act Regulations, the Company will promptly amend the
         Registration Statement and the Prospectus, whether by filing documents
         pursuant to the 1934 Act or the 1933 Act or otherwise, as may be
         necessary to correct such untrue statement or omission or to make the
         Registration Statement and the Prospectus comply with such
         requirements.

                 (c)  The Company will make generally available to its security
         holders as soon as practicable, but not later than 90 days after the
         close of the period covered thereby, an earnings statement (in form
         complying with the provisions of Rule 158 of the 1933 Act Regulations)
         covering each twelve




                                     13

<PAGE>   19
         month period beginning, in each case, not later than the first day of
         the Company's fiscal quarter next following the "effective date" (as
         defined in such Rule 158) of the Registration Statement with respect
         to each sale of Offered Securities.

                 (d)  While the Prospectus is required by the 1933 Act to be
         delivered in connection with sales of the Offered Securities, the
         Company will give the Representatives notice of its intention to file
         any additional registration statement with respect to the registration
         of additional Debt Securities, any amendment to the Registration
         Statement or any amendment or supplement to the Prospectus, whether
         pursuant to the 1934 Act, the 1933 Act or otherwise; will furnish the
         Underwriters with copies of any such amendment or supplement or other
         documents proposed to be filed a reasonable time in advance of such
         proposed filing or use, as the case may be; and will not file any such
         amendment or supplement or other documents in a form to which the
         Representatives or counsel to the Underwriters reasonably object.

                 (e)  While the Prospectus is required by the 1933 Act to be
         delivered in connection with sales of the Offered Securities, the
         Company will notify the Representatives immediately, and promptly
         confirm the notice in writing, of (i) the effectiveness of any
         amendment to the Registration Statement, (ii) the transmittal to the
         Commission for filing of any supplement to the Prospectus or any
         document to be filed pursuant to the 1934 Act which will be
         incorporated by reference into the Registration Statement or the
         Prospectus, (iii) the receipt of any comments from the Commission with
         respect to the Registration Statement, the Prospectus or the
         Prospectus Supplement, (iv) any request by the Commission for any
         amendment to the Registration Statement, or any amendment or
         supplement to the Prospectus or for additional information, (v) the
         issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the initiation of any
         proceedings for that purpose and (vi) any change in the rating
         assigned by any nationally recognized statistical rating organization
         to any debt securities of the Company or the public announcement by
         any nationally recognized statistical rating organization that it has
         under surveillance or review, with possible negative implications, its
         rating of any debt securities of the Company.  The Company will make
         every reasonable effort to prevent the issuance of any stop order and,
         if any stop order is issued, to obtain the lifting thereof at the
         earliest possible moment.




                                     14

<PAGE>   20
                 (f)  The Company will deliver to each Underwriter one
         conformed copy of the Registration Statement (as originally filed) and
         of each amendment thereto (including exhibits filed therewith or
         incorporated by reference therein and documents incorporated by
         reference in the Prospectus) and will also deliver to the
         Representatives as many conformed copies of the Registration Statement
         as originally filed and of each amendment thereto (without exhibits)
         as the Representatives may reasonably request.  While the Prospectus
         is required by the 1933 Act to be delivered in connection with sales
         of the Offered Securities, the Company will furnish to the
         Representatives as many copies of the Prospectus (including the
         Prospectus Supplement) as the Representatives reasonably request.

                 (g)  The Company will endeavor, in cooperation with the
         Underwriters, to qualify the Offered Securities for offering and sale
         under the applicable securities laws of such states and other
         jurisdictions of the United States as the Underwriters may designate,
         and will maintain such qualifications in effect for as long as may be
         required for the distribution of the Offered Securities; provided,
         however, that the Company shall not be obligated to file any general
         consent to service of process or to qualify as a foreign corporation
         in any jurisdiction in which it is not so qualified.  The Company will
         file such statements and reports as may be required by the laws of
         each jurisdiction in which the Offered Securities have been qualified
         as above provided.  The Company will promptly advise the
         Representatives of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Offered
         Securities for sale in any such state or jurisdiction or the
         initiating or threatening of any proceeding for such purpose.

                 (h)  The Company, during the period when the Prospectus is
         required to be delivered under the 1933 Act or the 1934 Act in
         connection with sales of the Offered Securities, will file all
         documents required to be filed with the Commission pursuant to
         Sections 13, 14 or 15(d) of the 1934 Act within the time periods
         prescribed by the 1934 Act and the 1934 Act Regulations.

                 (i)  If specified in the Terms Agreement, between the date of
         the Terms Agreement and the completion of the distribution of the
         Offered Securities or the Closing Time, whichever is later, or such
         other time as is specified in the Terms Agreement, the Company will
         not, without the prior written consent of the Representatives, offer
         or sell, grant any option for the sale of, or enter into any agreement
         to




                                     15

<PAGE>   21
         sell, any debt securities of the Company substantially similar to the
         Offered Securities (other than the Offered Securities that are to be
         sold pursuant to such agreement or commercial paper in the ordinary
         course of business).

         SECTION 4.  Conditions of Underwriters' Obligations.  The obligations
of the Underwriters to purchase Offered Securities pursuant to this Agreement
are subject to the accuracy of the representations and warranties on the part
of the Company herein contained, to the accuracy of the statements which the
Company's officers made in any certificate furnished pursuant to the provisions
hereof, to the performance by the Company of all of its covenants and other
obligations hereunder and under the Terms Agreement, and to the following
further conditions:

                 (a)  At the Closing Time, no stop order suspending the
         effectiveness of the Registration Statement shall have been issued
         under the 1933 Act or proceedings therefor initiated or threatened by
         the Commission.

                 (b)  At the Closing Time, the Representatives shall have
         received:

                          (1)  The favorable opinion, dated as of the Closing
         Time, of Woodard, Hall & Primm, P.C., counsel to the Company, to the
         effect that:

                          (i) The Company has been duly incorporated and is
                 validly existing as a corporation in good standing under the
                 laws of the State of Delaware.

                          (ii) This Agreement and the applicable Delayed
                 Delivery Contracts, if any, have been duly authorized,
                 executed and delivered by the Company.

                          (iii) The Indenture has been duly authorized,
                 executed and delivered by the Company and (assuming the
                 Indenture has been duly authorized, executed and delivered by
                 the Trustee) constitutes a legal, valid and binding agreement
                 of the Company, enforceable in accordance with its terms,
                 except as enforcement thereof may be limited by bankruptcy,
                 insolvency, reorganization, moratorium or other laws relating
                 to or affecting enforcement of creditors' rights generally or
                 by general equity principles, and further as enforcement
                 thereof may be limited by (1) requirements that a claim with
                 respect to any Offered Securities denominated other than in
                 U.S. dollars (or a foreign currency or composite currency
                 judgment in respect of


                                     16

<PAGE>   22
                 such claim) be converted into U.S. dollars at a rate of
                 exchange prevailing on a date determined pursuant to
                 applicable law or (2) governmental authority to limit, delay
                 or prohibit the making of payments outside the United States.
        
                          (iv) The Offered Securities, in the form(s) certified
                 by the Company as of the Closing Time, have been duly
                 authorized for issuance, offer and sale pursuant to this
                 Agreement and, when issued, authenticated and delivered
                 pursuant to the provisions of this Agreement, any Delayed
                 Delivery Contract and the Indenture against payment of the
                 consideration therefor, will constitute valid and legally
                 binding obligations of the Company, enforceable in accordance
                 with their terms, except as enforcement thereof may be limited
                 by bankruptcy, insolvency, reorganization, moratorium or other
                 laws relating to or affecting enforcement of creditors' rights
                 generally or by general equity principles, and except further
                 as enforcement thereof may be limited by (1) requirements that
                 a claim with respect to any Debt Securities denominated other
                 than in U.S. dollars (or a foreign currency or composite
                 currency judgment in respect of such claim) be converted into
                 U.S. dollars at a rate of exchange prevailing on a date
                 determined pursuant to applicable law or (2) governmental
                 authority to limit, delay or prohibit the making of payments
                 outside the United States; and each holder of Offered
                 Securities will be entitled to the benefits of the Indenture.

                          (v) The Offered Securities and the Indenture conform
                 in all material respects to the statements relating thereto in
                 the Prospectus; and the statements in the Prospectus under the
                 captions "Description of Notes" and "Description of Debt
                 Securities", insofar as they purport to summarize certain
                 provisions of documents specifically referred to therein, are
                 accurate summaries of such provisions.

                          (vi) The Indenture has been duly qualified under the 
                 1939 Act.

                          (vii) The Registration Statement has been declared
                 effective by the Commission under the 1933 Act and, to the
                 best of such counsel's knowledge, no stop order suspending the
                 effectiveness of the Registration Statement has been issued
                 under the 1933 Act or proceedings therefor initiated or
                 threatened by the Commission.




                                     17

<PAGE>   23
                          (viii) The Registration Statement and the Prospectus
                 (except for financial statements and engineering reports and
                 other financial or engineering data, and except for those
                 parts of the Registration Statement that constitute the Form
                 T-1, as to which such counsel need not express any opinion),
                 as of their respective effective or issue dates, appeared on
                 their face to be appropriately responsive to the requirements
                 of the 1933 Act and the 1933 Act Regulations.

                          (ix) The information contained in the Prospectus
                 under the caption "Certain United States Federal Income Tax
                 Considerations", to the extent that such information
                 constitutes matters of law, summaries of legal matters or
                 legal conclusions, has been reviewed by such counsel and is
                 correct.

                 In rendering such opinion, counsel for the Company may rely as
         to matters of fact upon the representations of officers of the Company
         contained in any certificate delivered to such counsel and
         certificates of public officials, which certificates shall be attached
         to or delivered with such opinion.  Such opinion shall be limited to
         the General Corporation Law of the State of Delaware, the laws of the
         State of Texas and the laws of the United States of America.

                          (2)     The favorable opinion of Zurab S.
         Kobiashvili, General Counsel of the Company, to the effect that:

                          (i) The Company has the corporate power and authority
                 to own, lease and operate its properties and to conduct its
                 business as described in the Prospectus and to enter into and
                 perform its obligations under this Agreement and the Delayed
                 Delivery Contracts, if any.

                          (ii) To the best knowledge and information of such
                 counsel, the Company is duly qualified as a foreign
                 corporation to transact business and is in good standing in
                 the State of Texas and in each other jurisdiction in which
                 such qualification is required, except where the failure to so
                 qualify and be in good standing would not have a material
                 adverse effect on the condition, financial or otherwise, or
                 the results of operations, business affairs or business
                 prospects of the Company and its subsidiaries considered as
                 one enterprise.




                                     18

<PAGE>   24
                          (iii) Each Significant Subsidiary has been duly
                 incorporated and is validly existing as a corporation in good
                 standing under the laws of the jurisdiction of its
                 incorporation, has corporate power and authority to own, lease
                 and operate its properties and conduct its business as
                 described in the Prospectus, and, to the best of such
                 counsel's knowledge and information, is duly qualified as a
                 foreign corporation to transact business and is in good
                 standing in each jurisdiction in which such qualification is
                 required, except where the failure to so qualify and be in
                 good standing would not have a material adverse effect on the
                 condition, financial or otherwise, or the results of
                 operations, business affairs or business prospects of the
                 Company and its subsidiaries considered as one enterprise; and
                 all of the issued and outstanding capital stock of each
                 Significant Subsidiary has been duly authorized and validly
                 issued, is fully paid and non-assessable, and is owned by the
                 Company, directly or indirectly, free and clear of any
                 mortgage, pledge, lien, encumbrance, claim or equity (except
                 as described in the Prospectus).

                          (iv) Each document filed pursuant to the 1934 Act and
                 incorporated by reference in the Prospectus (except for
                 financial statements, supporting schedules and other financial
                 or statistical information as to which no opinion need be
                 rendered) appeared on their face to be appropriately
                 responsive when so filed to the requirements of the 1934 Act
                 and the 1934 Act Regulations.

                          (v) Neither the Company nor any of its subsidiaries
                 is required to be registered under the 1940 Act.

                          (vi) No consent, approval, authorization, order or
                 decree of any court or governmental authority or agency is
                 required that has not been obtained in connection with the
                 consummation by the Company of the transactions contemplated
                 by this Agreement, any Delayed Delivery Contract or the
                 Indenture, except such as have been obtained or rendered, as
                 the case may be, or as may be required under the 1933 Act, the
                 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations
                 or state securities laws; and the execution and delivery of
                 this Agreement, the Delayed Delivery Contract, if applicable,
                 and the Indenture and the consummation of the transactions
                 contemplated herein and therein have been duly authorized by
                 all necessary corporate action of the Company and, to the best
                 knowledge and




                                     19

<PAGE>   25
                 information of such counsel, will not conflict with or
                 constitute a breach of, or default under, or result in the
                 creation or imposition of any lien, charge or encumbrance upon
                 any property or assets of the Company or any of its
                 subsidiaries pursuant to, any contract, indenture, mortgage,
                 loan agreement, note, lease or other instrument to which the
                 Company or any of its subsidiaries is a party or by which it
                 or any of them may be bound or to which any of the property or
                 assets of the Company or any such subsidiary is subject, nor
                 will such action result in any violation of the provisions of
                 the charter or by-laws of the Company or any applicable law,
                 administrative regulation or, to the best knowledge and
                 information of such counsel, administrative or court order or
                 decree.
        
                          (vii) Neither the Company nor any of its Significant
                 Subsidiaries is in violation of its charter or by-laws.

                          (viii) To the best knowledge and information of such
                 counsel, neither the Company nor any of its subsidiaries is in
                 violation of any law, ordinance, governmental rule or
                 regulation or court decree to which it may be subject or has
                 failed to obtain any license, permit, franchise or other
                 governmental authorization necessary to the ownership of its
                 property or to the conduct of its business, which violation or
                 failure would materially adversely affect the condition,
                 financial or otherwise, or the results of operations, business
                 affairs or business prospects of the Company and its
                 subsidiaries considered as one enterprise; and, to the best
                 knowledge and information of such counsel, the Company and its
                 subsidiaries own or possess or have obtained all governmental
                 licenses, permits, consents, orders, approvals and other
                 authorizations necessary to lease or own their respective
                 properties and to carry on their respective businesses as
                 presently conducted, except where the failure to obtain such
                 authorizations would not have a material adverse effect on the
                 condition, financial or otherwise, or the results of
                 operations, business affairs or business prospects of the
                 Company and its subsidiaries considered as one enterprise.

                          (ix) To the best of such counsel's knowledge and
                 information, there is no action, suit or proceeding before or
                 by any court or governmental agency or body, domestic or
                 foreign, now pending, or threatened against or affecting, the
                 Company or any of its subsidiaries,




                                     20

<PAGE>   26
                 which would be reasonably expected to result in any material
                 adverse change in the condition, financial or otherwise, or in
                 the results of operations, business affairs or business
                 prospects of the Company and its subsidiaries considered as
                 one enterprise, or would materially and adversely affect the
                 properties or assets thereof or would materially and adversely
                 affect the consummation of this Agreement, the Delayed
                 Delivery Contracts, if applicable, or the Indenture or any
                 transaction contemplated hereby or thereby.
        
                          (x) To the best of such counsel's knowledge and
                 information, there are no contracts or other documents
                 required to be described or referred to in the Registration
                 Statement or to be filed as exhibits thereto other than those
                 described or referred to therein or filed or incorporated by
                 reference as exhibits thereto, the descriptions thereof or
                 references thereto are correct in all material respects, and,
                 to the best of such counsel's knowledge and information, no
                 default exists in the due performance or observance of any
                 material obligation, agreement, covenant or conditions
                 contained in any contract, or other documents so described,
                 referred to, filed or incorporated by reference where the
                 consequences of such default would have a material adverse
                 effect on the condition, financial or otherwise, or the
                 results of operations, business affairs or business prospects
                 of the Company and its subsidiaries considered as one
                 enterprise.

                          In rendering such opinion, Zurab S. Kobiashvili may
         rely as to matters of fact upon the representations of officers of the
         Company contained in any certificate delivered to such counsel and
         certificates of public officials, which certificates shall be attached
         to or delivered with such opinion.  Such opinion shall be limited to
         the General Corporation Law of the State of Delaware, the laws of the
         State of Texas and the laws of the United States of America.

                          (3)     The favorable opinion, dated as of the
         Closing Time, of Brown & Wood, counsel for the Underwriters, with
         respect to the matters set forth in clauses (i) to (viii), inclusive,
         of subsection (b)(1) of this Section.

                          (4)     In giving their opinions required by
         subsection (b)(1), (b)(2) and (b)(3), respectively, of this Section 5,
         Woodard, Hall & Primm, P.C., Zurab S. Kobiashvili and Brown & Wood
         shall each additionally state that in the


                                     21

<PAGE>   27
         course of the preparation of the Registration Statement and the
         Prospectus such counsel has considered the information set forth
         therein in light of the matters required to be set forth therein, and
         has participated in conferences with officers and representatives of
         the Company including its independent public accountants, during the
         course of which the contents of the Registration Statement and the
         Prospectus and related matters were discussed.  Such counsel need not
         independently check the accuracy or completeness of, or otherwise
         verify, and accordingly need not pass upon, and accordingly need not
         assume responsibility for, the accuracy, completeness or fairness of
         the statements contained in the Registration Statement or the
         Prospectus and such counsel may, in good faith, rely as materiality
         upon the judgment of officers and representatives of the Company.
         Such counsel shall additionally state that, however, as a result of
         such consideration and participation, nothing has come to such
         counsel's attention which causes such counsel to believe that the
         Registration Statement, at the time it became effective (or, if an
         amendment to the Registration Statement or an Annual Report on Form
         10-K has been filed by the Company with the Commission subsequent to
         the effectiveness of the Registration Statement, then at the time such
         amendment became effective or at the time of the most recent such
         filing, as the case may be) or at the date of this Agreement or at the
         Closing Time, contained or contains an untrue statement of a material
         fact or omitted or omits to state a material fact required to be
         stated therein or necessary in order to make the statements therein
         not misleading or that the Prospectus, at the date hereof (included
         or) includes an untrue statement of a material fact or (omitted or)
         omits to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading (it being understood that such counsel need
         express no opinion with respect to the financial statements and
         engineering reports and other financial or engineering data contained
         in the Registration Statement (including the Prospectus) or those
         parts of the Registration Statement which constitute the Form T-1).

                 (c)      At the Closing Time, there shall not have been, since
         the date of the Terms Agreement or since the respective dates as of
         which information is given in the Registration Statement and the
         Prospectus, any material adverse change in the condition, financial or
         otherwise, or in the results of operations, business affairs or
         business prospects of the Company and its subsidiaries considered as
         one enterprise, whether or not arising in the ordinary course of
         business, and the Representatives shall have




                                     22

<PAGE>   28
         received a certificate of the Chief Executive Officer, President or
         Vice President and the Treasurer, the Assistant Treasurer, the
         principal financial officer or principal accounting officer of the
         Company, dated as of the Closing Time, to the effect that (i) there
         has been no such material adverse change with respect to the Company
         and its subsidiaries, (ii) the representations and warranties of the
         Company contained in Section 1 are true and correct as of the Closing
         Time, (iii) the Company has performed or complied with all agreements
         and satisfied all conditions on its part to be performed or satisfied
         at or prior to the date of such certificate and (iv) no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose have been initiated or
         threatened by the Commission.  As used in this Section 4(c), the term
         "Prospectus" means the Prospectus in the form first provided to the
         applicable Underwriter or Underwriters for use in confirming sales of
         the Offered Securities.

                 (d)(1)   On the date of the Terms Agreement, the Underwriters
         shall have received a letter from Arthur Andersen, LLP, dated as of
         the date hereof and in form and substance satisfactory to the
         Underwriters, to the effect that:

                      (i) They are independent accountants with respect to the
                 Company and its subsidiaries within the meaning of the 1933
                 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act
                 Regulations.

                      (ii) It is their opinion that the consolidated financial
                 statements and supporting schedule(s) included or incorporated
                 by reference in the Registration Statement and the Prospectus
                 and audited by them and covered by their opinions therein
                 comply in form in all material respects with the applicable
                 accounting requirements of the 1933 Act, the 1933 Act
                 Regulations, the 1934 Act and the 1934 Act Regulations.

                      (iii) They have performed specified procedures, not
                 constituting an audit, including a reading of the latest
                 available interim financial statements of the Company and its
                 indicated subsidiaries, a reading of the minute books of the
                 Company and such subsidiaries since the end of the most recent
                 fiscal year with respect to which an audit report has been
                 issued, inquiries of and discussions with certain officials of
                 the Company and such subsidiaries responsible for financial
                 and accounting matters with respect to the




                                     23

<PAGE>   29
                 unaudited consolidated financial statements included or
                 incorporated by reference in the Registration Statement and
                 the Prospectus and the latest available interim unaudited
                 financial statements of the Company and its subsidiaries, and
                 such other inquiries and procedures as may be specified in
                 such letter, and on the basis of such inquiries and
                 procedures, nothing came to their attention that caused them
                 to believe that: (A) any material modifications should be made
                 to the unaudited consolidated financial statements of the
                 Company and its subsidiaries included or incorporated by
                 reference in the Registration Statement and the Prospectus for
                 them to be in conformity with generally accepted accounting
                 principles in the United States, (B) the unaudited
                 consolidated financial statements of the Company and its
                 subsidiaries included or incorporated by reference in the
                 Registration Statement and the Prospectus do not comply as to
                 form in all material respects with the applicable accounting
                 requirements of the 1934 Act and the 1934 Act Regulations or
                 (C) at a specified date not more than three days prior to the
                 date of such letter, there was any change in the consolidated
                 capital stock, any increase in consolidated long-term debt or
                 any decrease in the consolidated net current assets or
                 consolidated net assets of the Company and its subsidiaries,
                 in each case as compared with the amounts shown on the most
                 recent consolidated balance sheet of the Company and its
                 subsidiaries included or incorporated by reference in the
                 Registration Statement and the Prospectus or, during the
                 period from the date of such balance sheet to a specified date
                 not more than three days prior to the date of such letter,
                 there were any decreases, as compared with the corresponding
                 period in the preceding year, in consolidated revenues or in
                 the total or per-share amounts of income before extraordinary
                 items or of net income of the Company and its subsidiaries,
                 except in all instances for changes, increases or decreases
                 that the Registration Statement and the Prospectus disclose
                 have occurred or may occur or except for such exceptions
                 enumerated in such letter as shall have been agreed to by the
                 Underwriters and the Company.
        
                      (iv) They have performed specified procedures, not
                 constituting an audit, set forth in their letter, based upon
                 which nothing came to their attention that caused them to
                 believe that the unaudited pro forma consolidated condensed
                 financial statements, if any, included or incorporated by
                 reference in the




                                     24

<PAGE>   30
                 Registration Statement or the Prospectus do not comply as to
                 form in all material respects with the applicable accounting
                 requirements of Rule 11-02 of Regulation S-X and that the pro
                 forma adjustments have not been properly applied to the
                 historical amounts in the compilation of those statements.
        
                      (v) In addition to the audit referred to in their
                 opinions and the limited procedures referred to in clauses
                 (iii) and (iv) above, they have carried out certain specified
                 procedures, not constituting an audit, with respect to certain
                 amounts, percentages and financial information which are
                 included or incorporated by reference in the Registration
                 Statement and the Prospectus and which are specified by the
                 Underwriters, and have found such amounts, percentages and
                 financial information to be in agreement with the relevant
                 accounting, financial and other records of the Company and its
                 subsidiaries identified in such letter.

                      (2)    At the Closing Time, the Underwriters shall have
                 received from Arthur Andersen, LLP, a letter, dated as of the
                 Closing Time, to the effect that they reaffirm the statements
                 made in the letter furnished pursuant to subsection (d)(1) of
                 this Section, except that the specified date referred to shall
                 be a date not more than three days prior to the Closing Time.

                 (e)  At the Closing Time, counsel for the Underwriters shall
        have been furnished with such documents and opinions as they may
        reasonably require for the purpose of enabling them to pass upon the
        issuance and sale of the Offered Securities as herein contemplated and
        related proceedings or in order to evidence the accuracy and
        completeness of any of the representations and warranties, or the
        fulfillment of any of the conditions, herein contained; and all
        proceedings taken by the Company in connection with the issuance and
        sale of the Offered Securities as herein and in the Terms Agreement
        contemplated shall be satisfactory in form and substance to the
        Representatives.

                 (f)  In the event that the Terms Agreement provides for Option
        Securities and the Underwriters exercise their option pursuant to
        Section 2(b) hereof to purchase all or any portion of the Option
        Securities, the representations and warranties of the Company contained
        herein and the statements in any certificates furnished by the Company
        hereunder shall be true and correct as of each Date of Delivery, and
        the Underwriters shall have received:


                                     25

<PAGE>   31
                      (1)    Unless the Date of Delivery is the Closing Time, a
        certificate, dated such Date of Delivery, of the Chief Executive
        Officer, President or Vice President and the Treasurer, the Assistant
        Treasurer, the principal financial officer or principal accounting
        officer of the Company, in their capacities as such, confirming that
        the certificate delivered at the Closing Time pursuant to Section 4(c)
        hereof remains true and correct as of such Date of Delivery.

                      (2)    The favorable opinion of Woodard, Hall & Primm,
        P.C., counsel for the Company, and Zurab S. Kobiashvili, General
        Counsel for the Company, in form and substance satisfactory to counsel
        for the Underwriters, dated such Date of Delivery, relating to the
        Option Securities and otherwise substantially to the same effect as the
        opinions required by subsections (1) and (2) of Section 4(b) hereof.

                      (3)    The favorable opinion of Brown & Wood, counsel for
        the Underwriters, dated such Date of Delivery, relating to the Option
        Securities and otherwise to the same effect as the opinion required by
        subsection (3) to Section 4(b) hereof.

                      (4)    Unless the Date of Delivery is the Closing Time, a
        letter from Arthur Andersen, LLP, in form and substance satisfactory to
        the Underwriters and dated such Date of Delivery, substantially the
        same in scope and substance as the letter furnished to the Underwriters
        at the Closing Time pursuant to Section 4(d) hereof, except that the
        "specified date" in the letter shall be a date not more than three days
        prior to such Date of Delivery.

         If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the Representatives by notice to the Company at any time at or
prior to the Closing Time, and such termination shall be without liability of
any party to any other party except as provided in Section 5.

         SECTION 5.  Payment of Expenses.  The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including:

                 (a)      the preparation and filing of the Registration
         Statement and all amendments thereto and the Prospectus and any
         amendments or supplements thereto;

                 (b)      the preparation, filing and reproduction of this
         Agreement and the Delayed Delivery Contract(s), if applicable;


                                     26

<PAGE>   32
                 (c)      the preparation, printing, issuance and delivery of
         the Offered Securities, including any fees and expenses relating to
         the eligibility and issuance of Offered Securities in book-entry form;

                 (d)      the fees and disbursements of the Company's
         accountants and counsel, of the Trustee and its counsel, and of any
         calculation agent or exchange rate agent;

                 (e)      except as otherwise provided in the Terms Agreement,
         the reasonable fees and disbursements of counsel to the Underwriters;

                 (f)      the qualification of the Offered Securities under
         state securities laws in accordance with the provisions of Section
         3(k) hereof, including filing fees and the reasonable fees and
         disbursements of counsel for the Underwriters in connection therewith
         and in connection with the preparation of any Blue Sky or Legal
         Investment Survey;

                 (g)      the printing and delivery to the Underwriters in
         quantities as hereinabove stated of copies of the Registration
         Statement and any amendments thereto, and of the Prospectus and any
         amendments or supplements thereto, and the delivery by the
         Underwriters of the Prospectus and any amendments or supplements
         thereto in connection with solicitations or confirmations of sales of
         the Offered Securities;

                 (h)      the preparation, reproducing and delivery to the
         Underwriters of copies of the Indenture and all amendments,
         supplements and modifications thereto;

                 (i)      any fees charged by nationally recognized statistical
         rating organizations for the rating of the Offered Securities;

                 (j)      the fees and expenses incurred in connection with any
         listing of Offered Securities on a securities exchange;

                 (k)      the fees and expenses incurred with respect to any
         filing with the National Association of Securities Dealers, Inc.;

                 (l)      any out-of-pocket expenses of the Underwriters
         incurred with the approval of the Company; and

                 (m)      the cost of providing any CUSIP or other
         identification numbers for the Offered Securities.




                                     27

<PAGE>   33
         If this Agreement is terminated by the Underwriters in accordance with
the provisions of Section 9, the Company shall reimburse the Underwriters for
all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

         SECTION 6.  Indemnification.  (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act as follows:

         (i) against any and all loss, liability, claim, damage and expense
         whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), including
         information deemed to be part of the Registration Statement pursuant
         to Rule 430A(b) of the 1933 Act Regulations, if applicable, or the
         omission or alleged omission therefrom of a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any preliminary prospectus or
         the Prospectus (or any amendment or supplement thereto) or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, unless such
         untrue statement or omission or such alleged untrue statement or
         omission was made in reliance upon and in conformity with written
         information furnished to the Company by an Underwriter expressly for
         use in the Registration Statement (or any amendment thereto) or such
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto);

         (ii) against any and all loss, liability, claim, damage and expense
         whatsoever, as incurred, to the extent of the aggregate amount paid in
         settlement of any litigation, or investigation or proceeding by any
         governmental agency or body, commenced or threatened, or of any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission; provided that such
         settlement is effected with the written consent of the Company, which
         consent shall not be unreasonably withheld; and

         (iii) against any and all expense whatsoever, as incurred (including
         the fees and expenses of counsel chosen by such Underwriter),
         reasonably incurred in investigating, preparing or defending against
         any litigation, or any investigation or proceeding by any governmental
         agency or


                                     28

<PAGE>   34
         body, commenced or threatened, or any claim whatsoever based upon any
         such untrue statement or omission, or any such alleged untrue
         statement or omission, to the extent that any such expense is not paid
         under (i) or (ii) above.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, each of its officers who signed
the Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter expressly for use in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

         (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement.  If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party.  After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
each Underwriter shall have the right to employ counsel to represent jointly
the Underwriters and their respective controlling persons who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
by the Underwriters against the Company under this Section if, in the judgment
of any of the Underwriters, it is advisable for such Underwriter or
Underwriters and controlling persons to be jointly represented by separate
counsel, and in that event the fees and expenses of such separate counsel shall
be paid by the Company.  In no event shall the indemnifying parties be liable
for the fees and expenses of more than one counsel (in addition




                                     29

<PAGE>   35
to any local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.  No indemnifying party shall, without the prior written consent
of the indemnified parties (which shall not unreasonably be withheld), settle
or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 8 or Section
9 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

         (d) For purposes of this Section 6, all references to the Registration
Statement, any preliminary prospectus or the Prospectus, or any amendment or
supplement to any of the foregoing, shall be deemed to include, without
limitation, any electronically transmitted copies thereof, including, without
limitation, any copies filed with the Commission pursuant to EDGAR.

         SECTION 7.  Contribution.  If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the
offering of the Offered Securities pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Underwriters on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Offered
Securities pursuant to this Agreement shall be deemed to be in the same
respective




                                     30

<PAGE>   36
proportions as the total net proceeds from the offering of the Offered
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total commission or underwriting discount received by each
Underwriter, in each case as set forth on the cover of the Prospectus
Supplement, bear to the aggregate initial public offering price of the Offered
Securities sold to or through such Underwriter as set forth on such cover.  The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7.  The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 7 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.  Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
Offered Securities sold to or through such Underwriter were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this Section 7, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act or 
Section 20 of the 1934 Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company.  The
Underwriters' respective obligations to contribute pursuant to this Section 7
are several


                                     31

<PAGE>   37
in proportion to the principal amount of Offered Securities sold to or through
each Underwriter and not joint.

         SECTION 8.  Representations, Warranties and Agreements to Survive
Delivery.  All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto or thereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person of an Underwriter, or by or on behalf of the Company, and
shall survive each delivery of and payment for any Offered Securities.

         SECTION 9.  Termination.

         (a)  The Representatives may terminate this Agreement immediately upon
notice to the Company, at any time at or prior to the Closing Time if (i) there
has been, since the date of the Terms Agreement or since the respective dates
as of which information is given in the Registration Statement, any material
adverse change in the condition, financial or otherwise, or in the results of
operations, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) there shall have occurred any material
adverse change in the financial markets in the United States or any outbreak or
escalation of hostilities or other national or international calamity or crisis
the effect of which is such as to make it, in the judgment of the
Representatives, impracticable to market the Offered Securities or enforce
contracts for the sale of the Offered Securities, or (iii) trading in any
securities of the Company has been suspended by the Commission or a national
securities exchange, or if trading generally on either the American Stock
Exchange or the New York Stock Exchange shall have been suspended, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices for
securities have been required, by either of said exchanges or by order of the
Commission or any other governmental authority, or if a banking moratorium
shall have been declared by either Federal, New York or Texas authorities or if
a banking moratorium shall have been declared by the relevant authorities in
the country or countries of origin of any foreign currency or currencies in
which the Offered Securities are denominated or payable, or (iv) the rating
assigned by any nationally recognized statistical rating organization to any
debt securities of the Company as of the date of the Terms Agreement shall have
been lowered since that date or if any such rating organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any debt securities of the Company, or (v)
there shall have come to the attention of the




                                     32

<PAGE>   38
Representatives any facts that would cause them to reasonably believe that the
Prospectus, at the time it was required to be delivered to a purchaser of the
Offered Securities, included an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein, in
light of the circumstances existing at the time of such delivery, not
misleading.  As used in this Section 9, the term "Prospectus" means the
Prospectus in the form first provided to the applicable Underwriter or
Underwriters for use in confirming sales of the related Offered Securities.

         (b)  If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
to the extent provided in Section 5.  Notwithstanding any such termination, (i)
the covenants set forth in Section 3(b), (d), and (e) with respect to any
offering of Offered Securities shall remain in effect so long as any
Underwriter owns any such Offered Securities purchased from the Company
pursuant to this Agreement and during the period when the Prospectus is
required to be delivered in connection with sales of the Offered Securities and
(ii) the covenants set forth in Section 3(c), (g), (h) and, if applicable, (i),
the provisions of Section 5, the indemnity agreement set forth in Section 6,
the contribution provisions set forth in Section 7 and the provisions of
Sections 8, 11, 12 and 13 shall remain in effect.

         SECTION 10.  Default.  If one or more of the Underwriters shall fail
at the Closing Time or a Date of Delivery to purchase the Immediate Delivery
Offered Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), then the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but
not less than all, of the Defaulted Securities in such amounts as may be agreed
upon and upon the terms herein set forth.  If, however, during such 24 hours
the Representatives shall not have completed such arrangements for the purchase
of all of the Defaulted Securities, then:

                 (a)      if the amount of Defaulted Securities does not exceed
         10% of the amount of Immediate Delivery Offered Securities to be
         purchased on such date, each of the non-defaulting Underwriters shall
         be obligated, severally and not jointly, to purchase the full amount
         thereof in the proportions that their respective underwriting
         obligations hereunder bear to the underwriting obligations of all
         non-defaulting Underwriters, or

                 (b)      if the amount of Defaulted Securities exceeds 10% of
         the number of Immediate Delivery Offered Securities to be




                                     33

<PAGE>   39
         purchased on such date, this Agreement or, with respect to any Date of
         Delivery which occurs after the Closing Time, the obligation of the
         Underwriters to purchase and of the Company to sell the Option
         Securities to be purchased and sold on such Date of Delivery shall
         terminate without liability on the part of any non-defaulting
         Underwriter.

         No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a
termination of this Agreement or, in the case of a Date of Delivery which is
after the Closing Time, which does not result in a termination of the
obligation of the Underwriters to purchase and the Company to sell the relevant
Option Securities, as the case may be, either the Representatives or the
Company shall have the right to postpone the Closing Time or the relevant Date
of Delivery, as the case may be, for a period not exceeding seven days in order
to effect any required changes in the Registration Statement or the Prospectus
or in any other documents or arrangements.  As used herein, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 10.

         SECTION 11.  Notices.  All notices and other communications hereunder
shall be in writing, either delivered by hand, by mail or by telex, telecopier
or telegram, and any such notice shall be effective when received at the
address specified in this Section 11.  Notices to the Underwriters shall be
directed as provided in the Terms Agreement.  Notices to the Company shall be
directed to Apache Corporation, 2000 Post Oak Boulevard, Suite 100, Houston,
Texas 77056-4400, Attention:  Vice President and Treasurer, with a copy to:
Mr. Ralph K. Miller, Jr., Woodard, Hall & Primm, P.C., 7100 Texas Commerce
Tower, Houston, Texas 77002.  Any party to this Agreement may from time to time
designate another address to receive notice pursuant to this Agreement by
notice duly given in accordance with the terms of this Section 11.

         SECTION 12.  Parties.  This Agreement shall inure to the benefit of
and be binding upon the Underwriters and the Company and their respective
successors.  Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained.  This Agreement
and all conditions and provisions hereof are intended to be for the sole and




                                     34

<PAGE>   40
exclusive benefit of the parties hereto and their respective successors and
said controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Offered Securities from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.

         SECTION 13.  Governing Law.  This Agreement and all the rights and
obligations of the parties hereto shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in such State.

         SECTION 14.  Counterparts.  Any Terms Agreement may be executed in one
or more counterparts and, if executed in more than one counterpart, the
executed counterparts thereof shall constitute a single instrument.




                                     35

<PAGE>   41
                                                                       EXHIBIT A

                                TERMS AGREEMENT

                                                            ___________ __, 19__

Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
Attention: [Title]


Dear Sirs:

         The undersigned underwriters (the "Underwriters") understand that
Apache Corporation (the "Company") proposes to issue and sell $___________
aggregate principal amount of its debt securities (the "Offered Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Underwriters offer to purchase, severally and not
jointly, the principal amount of Offered Securities set forth below opposite
their respective names at ___% of the principal amount thereof together with
accrued interest thereon from __________, 19__ to the Closing Time:

                                                  Principal 
                                                  Amount of            
       Underwriter                                Debt Securities
       -----------                                ---------------           




                                                  _______________ 
                                   
                                         Total    $
                                                  ===============

         The Offered Securities shall have the following terms:

Principal amount:
Form and denomination:
Date of maturity:
Interest rate, rates or formula
         (or method of calculation
         of interest accrual):
Date from which interest accrues:
Interest payment dates, if any:
Initial price to public:
Closing Time:




                                     A-1

<PAGE>   42
Place of delivery and payment:
Company account for wire transfer of payment:
Redemption provisions, if any:
Lock-up pursuant to Section 3(i) of the
         Underwriting Agreement Basic Terms:       [yes]    [no]
Securities Exchanges, if any, on which application will be made to
list the Offered Securities: 
Delayed Delivery Contracts:  [authorized]  [not authorized]
         Delivery date:
         Expiration date:
         Compensation to Underwriters:
         Minimum contract:
         Maximum aggregate principal amount:
Other terms, if any:

         All the provisions contained in "Apache Corporation-Debt
Securities--Underwriting Agreement Basic Terms" (the "Basic Terms"), filed as
an exhibit to the Registration Statement relating to the Offered Securities and
attached hereto as Annex A, are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein.  Terms defined
in such document are used herein as therein defined.

         Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be sufficient if given in accordance with Section 11 of the
Basic Terms addressed to: [insert name and address of the lead manager or
managers or, if only one underwriter is a party hereto, of such firm] which
shall, for all purposes of this Agreement, be the "Representatives".


                               Very truly yours,

                               REPRESENTATIVE[S]


                               By: ____________________________________________
                                     [Acting for themselves and as
                                     Representative[s] of the
                                     Underwriters]

Accepted:

APACHE CORPORATION

By: _______________________________________________
     Title:


                                     A-2

<PAGE>   43
                                    ANNEX A



                     [Apache Corporation--Debt Securities--
                      Underwriting Agreement Basic Terms]




                                     A-3

<PAGE>   44
                                                                       EXHIBIT B


                               APACHE CORPORATION

                         [Title of Offered Securities]

                           DELAYED DELIVERY CONTRACT



Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
Attention:

Dear Sirs:

         The undersigned hereby agrees to purchase from Apache Corporation (the
"Company"), and the Company agrees to sell to the undersigned on ____________,
19__ (the "Delivery Date"), $_____________ principal amount of the Company's
__% Offered Securities due ___________ __, 19__ (the "Offered Securities"),
offered by the Company's Prospectus dated _________ __, 19__, as supplemented
by its Prospectus Supplement dated __________ __, 19__, receipt of which is
hereby acknowledged, at a purchase price of _____% of the principal amount
thereof, plus accrued interest from __________, ______, to the Delivery Date,
and on the further terms and conditions set forth in this contract.

         Payment for the securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or its order by wire
transfer in immediately available funds on the Delivery Date, upon delivery to
the undersigned of the Offered Securities to be purchased by the undersigned in
definitive or global form and in such denominations and registered in such
names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than three full business days prior to the
Delivery Date.

         The obligation of the undersigned to take delivery of and make payment
for Offered Securities on the Delivery Date shall be subject only to the
conditions that (1) the purchase of Offered Securities to be made by the
undersigned shall not on the Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the Company, on or
before ___________, ____, shall have sold to the Underwriters of the Offered
Securities (the "Underwriters") such principal amount of the Offered Securities
as is to be sold to them pursuant to the Terms Agreement dated ____________,
____ between the Company




                                     B-1

<PAGE>   45
and the Underwriters.  The obligation of the undersigned to take delivery of
and make payment for Offered Securities shall not be affected by the failure of
any purchaser to take delivery of and make payment for Offered Securities
pursuant to other contracts similar to this contract.  The undersigned
represents and warrants to the Underwriters that its investment in the Offered
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which govern such
investment.

         Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.

         By the execution hereof, the undersigned represents and warrants to
the Company that all necessary corporate action for the due execution and
delivery of this contract and the payment for and purchase of the Offered
Securities has been taken by it and no further authorization or approval of any
governmental or other regulatory authority is required for such execution,
delivery, payment or purchase, and that, upon acceptance hereof by the Company
and mailing or delivery of a copy as provided below, this contract will
constitute a valid and binding agreement of the undersigned in accordance with
its terms.

         This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

         It is understood that the Company will not accept Delayed Delivery
Contracts for an aggregate principal amount of Offered Securities in excess of
$__________ and that the acceptance of any Delayed Delivery Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first come first-served basis.  If this contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance on a copy hereof
and mail or deliver a signed copy hereof to the undersigned at its address set
forth below.  This will become a binding contract between the Company and the
undersigned when such copy is so mailed or delivered.




                                     B-2

<PAGE>   46
         This Agreement shall be governed by the laws of the State New York
applicable to agreements made and performed in said State.

                                           Yours very truly,


                                           ______________________________
                                               (Name of Purchaser)


                                           By____________________________
                                                     (Title)


                                           ______________________________


                                           ______________________________
                                                    (Address)

Accepted as of the date
first above written.

Apache Corporation


By:___________________________


                PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING

         The name and telephone number of the representative of the Purchaser
with whom details of delivery on the Delivery Date shall be discussed is as
follows:  (Please print.)
                                             
                                                Telephone No.
Name                                         (Including Area Code)        
- ----                                         ---------------------


                                     B-3



<PAGE>   1
                                                                   EXHIBIT 4.1


     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY ") TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED                                                   PRINCIPAL AMOUNT
No: 1                                                        $100,000,000.00
CUSIP: 037411AJ4                                                 

                               Apache Corporation
                               7.70% NOTE DUE 2026

         APACHE CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of One Hundred Million Dollars on March 15, 2026 ("Stated
Maturity") and to pay interest thereon from February 27, 1996, or from the most
recent date in respect of which interest
 has been paid or duly provided for, on
March 15 and September 15 of each year (each, an "Interest Payment Date"),
commencing September 15, 1996, and at Stated Maturity or upon such other date
on which the principal of this Note becomes due and payable, whether by
declaration of acceleration or otherwise, and including any Change in Control
Purchase Date ("Maturity"), at the rate of 7.70% per annum, until the
principal hereof is paid or duly made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture referred to below, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered as
of the close of business on the last day of February or August, as the case may
be (whether or not a Business Day), next preceding such Interest Payment Date
(each such date, a "Regular Record Date").  Any such interest which is payable,
but is not punctually paid or duly provided for on any Interest Payment Date
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and shall be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note not less than
10 days prior to such Special Record Date, or may be paid in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

         Payment of the principal of, and interest on, this Note will be made 
at the office or agency maintained for that purpose in the Borough of 
Manhattan, The City of New York, in such coin or currency of the United States 
of America as at the time of payment is legal tender for payment of public and 
private debts; provided, however, that payment of interest may be made at the 
option of the Company by check mailed to the Person in whose name this Note is 
registered at the close of business on the related Record Date; provided 
further, that, notwithstanding anything else contained herein, if this Note is 
a Global Security and is held in book-entry form through the facilities of the 
Depository, payments on this Note will be made to the Depository or its 
nominee in accordance with the arrangements then in effect between the Trustee
and the Depository.

         Reference is hereby made to the further provisions of this Note set
forth on the succeeding pages hereof, which further provisions shall for all 
purposes have the same effect as if set forth herein.


CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated herein,
referred to in the within mentioned Indenture.

                                        Chemical Bank, as Trustee
                                        

                                        By:_______________________
                                           Authorized Officer


<PAGE>   2
                               APACHE CORPORATION
                               7.70% NOTE DUE 2026


         This Note is one of a duly authorized issue of Securities of the
Company issued under an Indenture, dated as of February 15, 1996 (the
"Indenture"), between the Company and Chemical Bank, as trustee (the "Trustee",
which term includes any successor trustee under the Indenture), designated as
the 7.70% Notes due 2026 (the "Notes").  Reference is made to the Indenture
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered.  All terms used in this Note which are not defined herein and which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.

         The Indenture provides for the defeasance of the Notes and certain
covenants in certain circumstances.

         This Note is unsecured as to payment of principal and interest and 
ranks pari passu with all other unsecured unsubordinated indebtedness of the 
Company.

         Interest payments on this Note will include interest accrued to but
excluding the applicable Interest Payment Date or Maturity hereof, as the case
may be.  Interest payments for this Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months.

         In the case where the applicable Interest Payment Date or Maturity
with respect hereto, as the case may be, does not fall on a Business Day,
payment of principal or interest otherwise payable on such day need not be made
on such day, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or at Maturity and no
interest shall accrue with respect to such payment for the period from and
after the Interest Payment Date or such Maturity, as the case may be, to the
date of payment.

         The Notes are not redeemable prior to Maturity and will not be subject 
to any sinking fund and, except as provided in the Indenture, will not be 
repayable prior to their Stated Maturity.

         If any Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

         As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Note will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless (i) such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to the Notes, (ii) the Holders of not less than 25% in
principal amount of the Outstanding Notes shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, (iii) the Trustee shall have failed to institute such proceeding
within 60 days after receipt of such written request and (iv) the Trustee shall
not have received from the Holders of a majority in principal amount of the
Outstanding Notes a direction inconsistent with such request within such 60 day
period; provided, however, that such limitations do not apply to a suit
instituted by the Holder hereof for the enforcement of payment of the principal
of and premium, if any, or any interest on this Note on or after the respective
due dates expressed herein or to require the purchase of its Notes by the
Company upon the occurrence of a Change in Control in accordance with the
Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series
thereunder to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of such Securities then Outstanding of each series
to be affected.  The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each series
thereunder at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain restrictive
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of
any Note issued upon the registration of transfer hereof or in exchange for or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.


                                      2

<PAGE>   3
         No reference to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any interest on this 
Note at the times, places and rate, and in the coin or currency, herein 
prescribed.

         The Notes are issuable only in fully registered form in denominations
of $1,000 and integral multiples thereof.  As provided in the Indenture and
subject to certain limitations therein set forth, this Note is exchangeable for
a like aggregate principal amount of Notes of this series and of like tenor of
any authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any interest on this Note 
are payable or at such other offices or agencies as the Company may designate, 
duly endorsed by, or accompanied by a written instrument of transfer in form 
satisfactory to, the Company and the Security Registrar or any transfer agent 
duly executed by the registered owner hereof or his attorney duly authorized 
in writing, and thereupon one or more new Notes of this series and of like 
tenor, of authorized denominations and for the same aggregate principal amount 
and Stated Maturity will be issued to the designated transferee or transferees.

         Subject to the terms and conditions of the Indenture, if any Change in
Control occurs prior to the Stated Maturity of this Note, the Company shall, at
the option of the Holders, purchase all Securities for which a Change in
Control Purchase Notice shall have been delivered as provided in the Indenture
and not withdrawn, by a date which shall be 35 Business Days after the
occurrence of such Change in Control, at a Change in Control Purchase Price
equal to 100% of the principal amount plus accrued interest to the Change in
Control Purchase Date, which Change in Control Purchase Price shall be paid in
cash.

         Holders have the right to withdraw any Change in Control Purchase
Notice by delivering to the paying agent a written notice of withdrawal in
accordance with the provisions of the Indenture.

         If cash sufficient to pay the Change in Control Purchase Price of all
Securities or portions thereof to be purchased on the Change in Control
Purchase Date is deposited with the Trustee on the Change in Control Purchase
Date, interest shall cease to accrue on such Securities (or portions thereof)
and on and after the Change in Control Purchase Date the Holders thereof shall
have no other rights as such (other than the right to receive the Change in
Control Purchase Price upon surrender of such Securities).

         Subject to the terms of the Indenture, prior to due presentment of
this Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note is
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

         No service charge shall be made for any registration of transfer or
exchange of this Note, but, subject to certain limitations set forth in the
Indenture, the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.

         This Note shall not be valid or become obligatory for any purpose
until the Trustee's Certificate of Authentication hereon shall have been
executed by the Trustee.




                                      3

<PAGE>   4
     IN WITNESS WHEREOF, APACHE CORPORATION has caused this instrument to be
duly executed under its corporate seal.


                                                 APACHE CORPORATION



[SEAL]                                           BY
                                                    ____________________________
                                                    Name: 
                                                    Title:


Attest:

BY   _________________________
     Name:
     Title:

Date:




                                      4

<PAGE>   5
                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

________________________________________________________________________________
     Please insert Social Security or other identifying number of assignee

________________________________________________________________________________
              (please print or type name and address of assignee)

the within Security and all rights thereunder and does hereby irrevocably
constitute and appoint the aforesaid assignee attorney to transfer the within
Security on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: _____________________________           ________________________________


In the presence of:



________________________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Security in every particular, without
alteration or enlargement or any change whatever.  When assignment is made by a
guardian, trustee, executor or administrator, an officer of a corporation, or
anyone in a representative capacity, proof of his authority to act must
accompany the Security.  The signature must be guaranteed by an Institution
which is a member of one of the following recognized signature Guarantee
Programs:  (i) The Securities Transfer Agent Medallion Program (STAMP); (ii)
The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to
be Trustee.




                                      5



<PAGE>   1
                                                                    EXHIBIT 5.1

                                                                   
                                                                      

                               February 22, 1996

Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas  77056-4400

Ladies and Gentlemen:

         I am General Counsel to Apache Corporation, a Delaware corporation
(the "Company"), and am rendering this opinion in my capacity as such in
connection with the offer and sale by the Company of $100,000,000
aggregate principal amount of 7.70% Notes due 2026 (the "Notes") described in
the Company's Prospectus Supplement dated February 22, 1996 (the "Prospectus
Supplement").  The Notes are to be issued in one or more series pursuant to an
Indenture between the Company and Chemical Bank, Trustee.  The Notes are to be 
offered upon the terms and subject to the conditions set forth in an 
Underwriting Agreement dated February 22, 1996 by and between the Company and 
First Chicago Capital Markets, Inc., Lehman Brothers Inc., and J.P. Morgan 
Securities Inc. (the "Underwriting Agreement").

         In connection therewith, I have examined the Registration Statement on
Form S-3 (Registration No. 33-63923, the "Registration Statement") covering the
Notes which was filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and declared
effective by the Commission on
 December 13, 1995, and the Prospectus Supplement.
I have also examined originals or copies certified or otherwise identified to my
satisfaction of the Restated Certificate of Incorporation and the Bylaws of the
Company, each as amended to date, the corporate proceedings with respect to the
offering of Notes and such other documents and instruments as I have deemed
necessary or appropriate for the expression of the opinions contained herein.

         I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.

         Based on the foregoing, and having regard for such legal 
considerations as I have deemed relevant, I am of the opinion that the Notes
have been duly authorized and when duly executed by the proper officers of the
Company, authenticated and delivered by the Trustee in accordance with the
Indenture, and issued and sold pursuant to the terms of the Underwriting
Agreement against 

<PAGE>   2

payment of the consideration therefor, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting enforcement of creditors'
rights generally or by general equity principles, and except further as
enforcement thereof may be limited by (1) requirements that a claim with respect
to any Notes denominated other than in U.S. dollars (or a foreign currency or
composite currency judgment in respect of such claim) be converted into U.S.
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (2) governmental authority to limit, delay or prohibit the
making of payments outside the United States.

         I consent to the filing of this opinion as an exhibit to the Form 8-K
of the Company dated February 22, 1996, to be filed with the Commission and to
incorporation by reference of this opinion in the Registration Statement.

                                    Very truly yours,


                                    ------------------------------
                                    Z. S. Kobiashvili,  
                                    Vice President and General Counsel 



<PAGE>   1
                                                                    Exhibit 12.1


                             APACHE CORPORATION
       STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES



<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                               --------------------------------------------------------------
            (IN THOUSANDS)                        1995         1994        1993         1992          1991
- -----------------------------------------      ----------   ----------  ----------   ----------    ----------
<S>                                              <C>          <C>          <C>          <C>          <C>
EARNINGS
- --------

  Pretax income (loss) from continuing
     operations (1)                               $33,143      $66,234     $62,067      ($5,759)     ($57,482)

  Add:  Fixed charges excluding
     capitalized interest                          77,220       39,008      34,355       43,603        41,889
                                               ----------   ----------  ----------   ----------    ----------

Adjusted earnings                                $110,363     $105,242     $96,422      $37,844      ($15,593)
                                               ==========   ==========  ==========   ==========    ==========

FIXED CHARGES
- -------------
  Interest expense including capitalized
     interest (2)                                 $88,057      $37,838     $34,205      $45,731       $48,117
  Amortization of debt expense                      4,665        3,987       3,896        3,888         2,052
  Interest component of lease rental
     expenditures  (3)                              3,539        3,217       2,533        2,980         2,373
                                               ----------   ----------  ----------   ----------    ----------

                                                  $96,261      $45,042     $40,634      $52,599       $52,542
                                               ==========   ==========  ==========   ==========    ==========

Ratio of earnings to fixed charges                   1.15         2.34        2.37         0.72(4)       --  (4)
                                               ==========   ==========  ==========   ==========    ==========
</TABLE>



(1)  Undistributed income of less-than-50% owned affiliates is excluded.

(2)  Apache has guaranteed and is contingently liable for certain debt.  This
     debt, primarily associated with partnership operations, totaled
     approximately $6.3 million at December 31, 1995.  The weighted average
     interest rate was 6.5% at December 31, 1995.  Fixed charges, relating to
     debt for which Apache is contingently liable, have not been included in
     the fixed charges for any of the periods shown above, based on the
     financial
 position of the partnerships and their ability to service the
     debt.

(3)  Represents the portion of rental expense assumed to be attributable to
     interest factors of related rental obligations determined at interest
     rates appropriate for the period during which the rental obligations
     were incurred.  Approximately 32% applies for all periods presented.

(4)  Earnings were inadequate to cover fixed charges for the year 1991 by $68.1
     million and $14.8 million for the year 1992 due to write downs of the
     carrying value of DEK Energy Company's (formerly known as DEKALB Energy
     Company) United States and Canadian oil and gas properties and losses
     incurred on the divestiture of DEK's United States oil and gas
     properties.