February 22, 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 January 20, 2006


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.  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 note your response to the comment number one from out letter
dated November 9, 2005.  We understand the "Other" caption
consists of
Excess Tax benefits of Stock Options and Derivative Activity with
Financing Elements representing 12% and 9%, respectively of the
Net
Cash Provided by (Used in) Financing Activities.  Please consider
separately disclosing these items in future filings.


Anadarko Petroleum, page F-16

2. We note your response to comment number two in our letter dated
January 5, 2006.  As communicated to you during our conference
call on
February 22, 2006, we believe the market premium associated with
the
VPP should be reflected as an adjustment to the full cost pool
pursuant to Rule 4-10 (c)(6)(iv). You represented to us that your
current accounting practice effectively results in the same
accounting
presentation. Please monitor the accounting results from the two
practices and assess the materiality of any differences in your
future
filings.

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
February 22, 2006
Page 1




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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010