EXHIBIT 10.6   
   
THIRD AMENDMENT TO   
APACHE CORPORATION   
CREDIT AGREEMENT   
(Offshore Transaction)   
   
	This THIRD AMENDMENT (this "Amendment") is entered into as of March 
31, 1995 by and among Apache Corporation (the "Company"), The First National 
Bank of Chicago, as Agent (in such capacity, the "Agent") and the Lenders 
signatory hereto.  The  parties hereto agree as follows:   
   
	WHEREAS, the Company, the Agent, and the Lenders have entered into 
that certain Credit Agreement dated as of July 24, 1992, as heretofore amended 
(as so amended, the "Agreement"); and   
   
	WHEREAS, the parties thereto desire to amend the Agreement in certain 
respects more fully described hereinafter;   
   
	NOW THEREFORE, in consideration of the undertakings set forth 
herein and other good and valuable consideration, the receipt of which is 
hereby acknowledged, the parties hereto hereby agree as follows:   
   
	1.Defined Terms.  Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings attributed to them in the 
Agreement.   
   
	2.Amendment of Agreement.  The Agreement is hereby amended as 
follows:   
Section 6.11 (Ratio of Consolidated Current Assets to Consolidated Current    
Liabilities) is deleted in its entirety and the following is inserted in 
lieu thereof:   
   
	"6.11.			[Intentionally Omitted]"   
   
	3.Representations and Warranties.  The Company hereby confirms and    
reaffirms that the representations and warranties contained in Article V of 
the Agreement are true and correct in all material respects as of the 
Effective Date (as defined in Paragraph 4 of this Amendment) except for 
changes reflecting transactions permitted by the Agreement (including 
without limitations changes to the Schedules and changes contemplated 
under Section 6.14) or otherwise previously consented to by the Lenders, 
provided that such representations and warranties shall be and hereby are
amended as follows:  each reference therein to "this Agreement," including,
without limitation, such a reference included in the term "Loan Documents," 
shall be deemed to be a collective reference to the Agreement, this Amendment, 
and the Agreement as amended by this Amendment.  A Default under and as 
defined in the Agreement as amended by this Amendment shall be deemed to have 
occurred if any representation or warranty made pursuant to the preceding 
sentence shall be materially false as of the date on which it was made.   
   
 	4.Effective Date.  This Amendment shall become effective as of the 
date first written above (the "Effective Date") upon receipt by the Agent of 
counterparts of this Amendment duly executed by the Company, the Agent, and 
each of the Lenders.    

 	5.Effect on Existing Agreement.  Except as expressly amended hereby, 
all of the representations, warranties, terms, covenants and conditions of 
the Agreement and the other Loan Documents (a) shall remain unaltered, (b) 
shall continue to be, and shall remain, in full force and effect in 
accordance with their respective terms,  and (c) are hereby ratified and 
confirmed in all respects.  Upon the effectiveness of this Amendment, all 
references in the Agreement to "this Agreement" (and all indirect references 
such as "hereby," "herein," "hereof" and "hereunder") shall be deemed to  
be references to the Agreement as amended by this Amendment.      

 	6.	Expenses.  The Company shall reimburse the Agent for any and 
all reasonable costs, internal charges and out-of-pocket expenses (including
attorneys fees and time charges of attorneys for the Agent, which attorneys 
may be employees of the Agent) paid or incurred by the Agent in connection 
with the preparation, review, execution and delivery of this Amendment.   
   
	7.	Entire Agreement.  This Amendment, the Agreement as amended by 
this Amendment, and the other Loan Documents embody the entire agreement and 
understanding among the parties hereto and supersede any and all prior 
agreements and understandings among the parties hereto relating to the 
subject matter hereof.      

	8.	Counterparts.  This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one Amendment, 
and any parties hereto may execute this Amendment by signing any such 
counterpart.   
   
	9.	Governing Law.  This Amendment shall be construed in 
accordance with the internal laws (and not the law of conflicts) of the 
State of Illinois, but giving effect to federal laws applicable to a 
national banking association located in the State of Illinois.   
   
   
   
   
   
   
   
	IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.   
   
	APACHE CORPORATION   
   
   
	By:     /s/ Clyde E. McKenzie                
	Name:	Clyde E. McKenzie    
	Title:	Vice President and Treasurer   
   
   
	THE FIRST NATIONAL BANK OF CHICAGO,   
		Individually and as Agent   
   
   
	By:     /s/  Thomas E. Both   
	Name:	Thomas E. Both   
	Title:	Vice President   
   
   
	BANK OF MONTREAL   
   
   
	By:	/s/  Robert L. Roberts   
	Name:	Robert L. Roberts   
	Title:	Director, U.S. Corprate Banking   
   
   
	CHEMICAL BANK   
   
   
	By:	/s/  Ronald Potter   
	Name:	Ronald Potter	   
	Title:	Managing Director   
   
   
	NATIONSBANK OF TEXAS, N.A.   
   
   
	By:	/s/  Melissa Bauman   
	Name:	Melissa Bauman   
	Title:	Vice President   
   
   
   
   
   
   
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