Exhibit 14.1

                            CODE OF BUSINESS CONDUCT

Apache Corporation is committed to conducting its business in accordance with
the highest ethical standards. It is the policy of Apache Corporation and each
of its subsidiaries (collectively and severally, herein referred to as "Apache"
or "the Company") to conduct its business fairly, ethically, and in a fashion
that complies with applicable laws, regulations, and government requirements.
All conduct inconsistent with this policy is prohibited. This Code of Business
Conduct requires not only the avoidance of misconduct, but also the avoidance of
acts or omissions that give the appearance of misconduct. Apache directors,
officers, employees, and representatives shall not enter into any activity or
incur any expense or liability which would compromise our commitment to these
high standards. Failure to comply with this Code of Business Conduct by an
officer or employee will subject the officer or employee to disciplinary action,
up to and including termination of employment. Any failure by a director to
comply with this Code of Business Conduct shall be reported to the Corporate
Governance and Nominating ("CG&N") Committee of the board of directors for
review, and the committee shall make a recommendation to the board of directors
on appropriate action, which may include removal from the board of directors.

This Code of Business Conduct is designed to deter wrong-doing and to promote:

1.       honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships;

2.       fair, full, accurate, timely and understandable disclosure in reports
         and documents that a registrant files with, or submits to, the
         Securities and Exchange Commission and in other public communications
         made by the registrant;

3.       compliance with applicable governmental laws, rules and regulations;

4.       the prompt internal reporting to an appropriate person or persons
         identified in the Code of violations of the Code; and

5.       accountability for adherence to the Code.

It is not possible to enumerate all of the situations which could result in an
actual or apparent violation of this policy. However, the following areas are of
particular concern to Apache with respect to the ethical conduct of the
Company's business. These principles must be interpreted using good judgment and
common sense. Employees and officers are encouraged to discuss questions or
concerns relating to this Code of Business Conduct with their supervisors or
other members of management, while directors should direct their questions and
concerns to the CG&N Committee.

CONFLICTS OF INTEREST. Any direct or indirect conflict of interest between a
director, officer, or employee and the Company is prohibited, unless
specifically consented to by the Company. A director, officer, or employee has a
conflict of interest if, in the course of his or her duties for the Company, his
or her judgment and discretion is or may be influenced by considerations of
personal gain or benefit, or gain or benefit to a third party other than the
Company. All business decisions for Apache should be based upon what a director,
officer, or employee honestly believes to be in the best interests of the
Company


and in the long term interest of its stockholders. Potential conflicts of
interest should be immediately reported by directors notifying the CG&N
Committee and by officers and employees notifying their supervisors of the
potential conflict so that an appropriate determination can be made as to
whether or not a conflict exists and what remedial action, if any, should be
taken.

PROTECTION OF CORPORATE OPPORTUNITIES. Directors, officers, and employees are
prohibited from (a) taking for themselves personally opportunities that are
discovered through the use of corporate property, information, or position; (b)
using corporate property, information, or position for personal gain; and (c)
competing with the Company; unless such opportunity has been rejected by the
Company and the person would not be prohibited from taking advantage of the
opportunity by any other Company policy.

CONFIDENTIAL INFORMATION. During and after employment by or service with Apache,
directors, officers, and employees shall not divulge to third parties, or
appropriate to their own use, or to the use of others, any confidential
information obtained during employment or service for Apache. The term
"confidential information" as used in this policy includes but is not limited to
trade secrets, technical materials and information, geological and geophysical
information, reserve data, prospect data, maps, logs, bid data, transaction
information, processes, technology, compilations of information, engineering
information, financial information, or specifications that are used in the
operation of Apache's business or that may eventually be used in the operation
of Apache's business, and other information relating to the Company's business
that is not public knowledge.

FAIR DEALING. Apache is committed to conducting its business fairly and in
accordance with the highest ethical standards. No director, officer, or employee
is authorized to use unfair techniques, such as misrepresentation of material
facts or improper concealment of business information to gain a business
advantage. Additionally, no director, officer, or employee or representative of
the Company shall offer or accept a bribe, kickback, or improper favor in order
to secure a business advantage.

PROTECTION OF AND PROPER USE OF COMPANY ASSETS. Use or access to Company
property for any unlawful or improper purpose is strictly prohibited. This
prohibition includes any use that is unlawful or improper under applicable law
or ethical standards, regardless of the practices of other companies or
individuals. As part of this obligation, officers and employees shall follow
Company procedures to ensure that business transactions are consistently
executed, recorded, and reported in such a manner as to allow the Company to
accurately compile and report its financial statements. Additionally, all
transaction records shall be preserved for the appropriate amount of time in
accordance with Company policy.

COMPLIANCE WITH LAWS, RULES, AND REGULATIONS. It is Apache's policy to conduct
its business in accordance with all applicable laws, rules, regulations, and
government requirements. Each director, officer, and employee of the Company is
responsible for

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familiarizing himself or herself with the laws, rules, regulations, and
government requirements applicable to his responsibilities within the Company.

REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR. It is the direct responsibility of
each officer or employee of the Company to report promptly any actual,
attempted, or apparent violation of laws, rules, regulations, or this Code of
Business Conduct. In the event that a violation is observed by, responsibly
reported to, or is indicated by records or other information of which the
officer or employee becomes aware, the person should report the event to his
immediate supervisor, the human resources department, internal audit, or any
member of management with whom the person is comfortable discussing the matter.
Any concerns regarding accounting, internal accounting controls, or auditing
matters may be reported to the Audit Committee of the board of directors through
the Company's procedures for such reporting. Officers and employees should
always keep in mind that the Company supports the good faith reporting and
investigation of potential violations of this Code of Business Conduct.

In no event will the Company take or threaten any action against an officer or
employee for making a complaint or disclosing information in good faith.
Retaliation or retribution against any officer or employee who in good faith
reports a violation pursuant to this Code of Business Conduct is cause for
disciplinary action, up to and including termination of employment.

ENFORCEMENT. Each responsible manager will be responsible for enforcement of the
Code of Business Conduct, in coordination with the Company's General Counsel and
Human Resources Department. Disciplinary actions with regard to officers and
employees of the Company will be implemented by the Human Resources Department
in accordance with the Company's disciplinary procedures. Under certain
circumstances, violation of this Code of Business Conduct may also result in
referral for civil action or criminal prosecution.

WAIVERS. The Company does not approve of the types of conduct prohibited by this
Code of Business Conduct and would rarely grant exceptions to its application.
Any waiver of this Code of Business Conduct for a director or executive officer
of the Company must be approved by the CG&N Committee and the full board, with a
majority of the members of the CG&N Committee voting to approve the waiver being
directors who are disinterested, as defined by applicable law, with respect to
the matter giving rise to the need for a waiver. Any waiver of the Code of
Business Conduct approved for a director or executive officer will be promptly
disclosed to the Company's stockholders in a form 8-K within five days of the
waiver and in any other appropriate manner, as provided for by applicable law,
regulations or listing standards. Any waiver of the Code of Business Conduct for
an employee who is not an executive officer may be approved by the CEO, his
designee, or pursuant to policies and procedures approved by the CEO.

02/05/2004

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