January 5, 2006


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
		File No. 001-04300
		Response Letter dated December 14, 2005


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.


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

Statement of Consolidated Cash Flows, page F-5

1. We are considering your response to the prior comment number
one
from our letter dated November 9, 2005.

Anadarko Petroleum, page F-16

2. We note your response to the prior comment number two from our
letter dated November 9, 2005. We believe a VPP obligation assumed
in
a business combination should be valued at fair value pursuant to
paragraphs 35 and B99 of FASB Statement No. 141. The fair value
would
be the price a third party would require to assume that obligation
alone, which would be the estimated cost to produce the VPP
reserves
plus a normal profit margin. Also, it is our view that the VPP is
an
obligation to provide the lifting "service". Therefore, as
production
occurs, or the service is provided, the reversal of the VPP
liability
should be to revenue and the cost of providing the service along
with
your share of the production costs should be reflected as lease
operating expense on a gross basis.  Please provide SAB 99
analysis
to determine if any corrections would be material to years 2003,
2004
and 2005 and to future periods for the VPP obligation related to
the
BP and Shell acquisitions in 2003 and Anadarko acquisition in
2004.

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.

	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
January 5, 2006
Page 1




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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010