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                      SECURITIES AND EXCHANGE COMMISSION  
                            WASHINGTON, D.C.  20549



                                   FORM  8-K



                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  November 29, 1994




                               APACHE CORPORATION
             (Exact name of registrant as specified in its charter)




DELAWARE                               1-4300                         41-0747868
(State or other jurisdiction         (Commission                (I.R.S. Employer
of incorporation)                    File Number)                 Identification
                                                                         Number)




                            2000 POST OAK BOULEVARD
                                   SUITE 100
                           HOUSTON, TEXAS  77056-4400
                    (Address of Principal Executive Offices)

      Registrant's telephone number, including area code:  (713) 296-6000
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ITEM 5.  OTHER EVENTS

         On November 29, 1994, Apache Corporation ("Apache") entered into a
memorandum of understanding with Texaco Exploration and Production Inc.
("Texaco"), which is attached hereto as Exhibit 99.1 and incorporated herein by
reference, outlining the terms under which Apache will acquire Texaco's
interest in over 300 oil and gas fields for approximately $600 million, subject
to adjustments under certain circumstances.  Apache issued a press release,
dated November 29, 1994, which is attached hereto as Exhibit 99.2 and
incorporated herein by reference.

         On December 22, 1994, Apache and Texaco signed a definitive Purchase
and Sale Agreement, which is attached hereto as Exhibit 99.3 and incorporated
herein by reference.  The transaction remains subject to certain regulatory
approvals and is expected to close during the first quarter of 1995 with an
effective date of January 1, 1995.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)     Exhibits

                 EXHIBIT          DOCUMENT
                 -------          --------

                  99.1            Memorandum of Understanding, dated November
                                  29, 1994.

                  99.2            Press Release, dated November 29, 1994
                                  (Apache to acquire Texaco properties for $600
                                  million)

                  99.3            Purchase and Sale Agreement, dated December
                                  22, 1994, by and between Texaco Exploration
                                  and Production Inc., as seller, and Apache
                                  Corporation, as buyer.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                        APACHE CORPORATION


Date:  December 29, 1994                /s/ Zurab S. Kobiashvili
                                        Zurab S. Kobiashvili
                                        Vice President, General Counsel and
                                          Secretary





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