November 9, 2005


Thomas L. Mitchell, Vice President and Controller
Apache Corporation
One Post Oak Central
2000 Post Oak Boulevard, Suite 100
Houston, TX 77056-4400

	Re:	Apache Corporation
		Form 10-K for the Year Ended December 31, 2004
Filed March 15, 2005
Definitive 14A filed on March 28, 2005
		File No. 001-04300


Dear Mr. Mitchell:

      We have reviewed the above filings and have the following
comments.  We have limited our review of your filings to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. In some of our
comments, we
may ask you to provide us with information so we may better
understand
your disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.


Form 10-K for the Year Ended December 31, 2004

Statement of Consolidated Cash Flows, page F-5

1. The amount in "Other" caption under cash flows from financing
activities represents approximately 21% of your net cash provided
by
(used in) financing activities. Please separately disclose to the
extent any of the items included in this caption exceed 10% on a
standalone basis. Additionally, please provide us with a detail of
items that are included in this caption.

Anadarko Petroleum, page F-16

2. We note you recorded an $84 million liability for the future
cost
to produce and deliver the VPP volumes. Please tell us and
disclose
where the amortization of the liability is reported in your
statement
of consolidated operations and the authoritative accounting
literature
supporting your practice.

Commitments and Contingencies, page F-35

Texaco China B.V., page F-35

3. In your Form 10-K filed on March 12, 2004, in describing the
potential outcome of the Texaco China B.V. litigation, you stated
that
Texaco will fully recover its costs associated with drilling the
wells
under its cost recovery contract with the Chinese national oil
company, and the value of the interest re-assigned by Apache to
Texaco
far exceeds any damages that could be claimed by Texaco.
Therefore,
you believe any material recovery by Texaco is remote. However,
during
2004, you recorded a reserve to fully reflect a pre-tax $71
million
international arbitration award to Texaco. Please describe the
deliberative process performed by you that led to the conclusion
as of
March 12, 2004. Please also provide reasons as to why your
anticipated
outcome differed significantly from the ruling in second quarter
2004.


Definitive 14A filed on March 28, 2005

Independent Public Accountants, page 47

4. Your disclosure of principle accountant fees and services does
not
appear to follow the presentation and disclosure format provided
under
Item 14 of Form 10-K. Please group your fees relating to services
performed in 2003 and 2004 in connection with the acquisitions
into
the applicable captions in Item 14 of Form 10-K and revise your
disclosure accordingly. Please also provide a detail of services
performed by Ernst & Young LLP in connection with the
acquisitions.

Closing Comments

      Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Yong Choi at (202) 551-3758 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

Sincerely,


April Sifford
Branch Chief



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Mr. Mitchell
Apache Corporation
November 9, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010