EXHIBIT 10.17

                                    AMENDMENT
                                       TO
                     APACHE CORPORATION 401(k) SAVINGS PLAN

Apache Corporation ("Apache") sponsors the Apache Corporation 401(k) Savings
Plan (the "Plan"). In section 10.4 of the Plan, Apache reserved the right to
amend the Plan from time to time. Apache hereby exercises that right as follows,
effective as of the date this amendment is executed, by replacing section 7.2(c)
in its entirety with the following.

       (c)    Loan Amount. The Committee may establish a minimum loan amount of
              no more than $500. The Committee may require loans to be made in
              increments of no more than $100. The amount that a Borrower may
              borrow is subject to the following limits.

              (i)    A Borrower may not borrow more than the sum of the balance
                     in his Participant Before-Tax Contributions Account and the
                     balance in his Rollover Account.

              (ii)   At the time the loan from this Plan is made, the aggregate
                     outstanding balance of all the Borrower's loans from all
                     qualified plans maintained by the Company and Affiliated
                     Entities, including the new loan from this Plan, shall not
                     exceed 50% of the Borrower's vested interest in all
                     qualified plans maintained by the Company and Affiliated
                     Entities.

              (iii)  For purposes of this paragraph, the term "one-year maximum"
                     means the largest aggregate outstanding balance, on any day
                     in the one-year period ending on the day before the new
                     loan from this Plan is obtained, of all loans to the
                     Borrower from all qualified plans maintained by the Company
                     and Affiliated Entities. For purposes of this paragraph,
                     the term "existing loans" means the aggregate outstanding
                     balance, on the day the new loan is made to the Borrower,
                     of all loans to the Borrower from all qualified plans
                     maintained by the Company and Affiliated Entities,
                     excluding the new loan from this Plan. If the existing
                     loans are greater than or equal to the one-year maximum,
                     then the new loan from this Plan shall not exceed $50,000
                     minus the existing loans. If the existing loans are less
                     than the one-year maximum, then the new loan from this Plan
                     shall not exceed $50,000 minus the one-year maximum.

                     For purposes of applying the above limits, the vested
                     portion of the Borrower's accounts under this Plan and all
                     other plans maintained by the Company and Affiliated
                     Entities shall be determined without regard to any
                     accumulated deductible employee contributions (as defined
                     in Code section 72(o)(5)(B)), and without regard to any
                     amounts accrued while the Borrower was ineligible to obtain
                     a loan (as described in subsection (a)). Notwithstanding
                     the foregoing, the Committee may, in its sole discretion,
                     establish lesser limits on the amounts that may be
                     borrowed, which limits shall be applied in a
                     non-discriminatory manner. The Committee shall temporarily
                     reduce the amount a Participant may borrow or temporarily
                     prevent the Participant from borrowing, as described in
                     section 13.9, when the Committee is informed that a QDRO
                     affecting the Participant's Accounts is in process or may
                     be in process. No loan shall be made of amounts that are
                     required to be distributed prior to the end of the term of
                     the loan.

                            EXECUTED this 16th day of December, 2005.

                                          APACHE CORPORATION

                                          By: /s/ Jeffrey M. Bender
                                              ----------------------------------

                                          Title: Vice President, Human Resources
                                                 -------------------------------


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