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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                  FORM 8-K/A

                               AMENDMENT NO. 1

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  December 6, 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 December 6, 1994, Apache Corporation ("Apache") announced the
issuance of up to $172.5 million principal amount of 6% Convertible
Subordinated Debentures due 2002 (the "Debentures").  Apache issued a press
release, dated December 6, 1994, which is listed under Item 7 as Exhibit 99.1
and incorporated herein by reference.

         On January 4, 1995, Apache completed the issuance of $172.5 million of 
the Debentures, which are convertible at the option of the holder into Apache
common stock at a conversion price of $30.68 per share. Net proceeds of $168.6
million will be used for general corporate purposes, including reduction of debt
and to provide funds for recently-announced acquisitions. The Debentures have
not been registered under the Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration or an applicable
exemption from such registration requirements. In connection with the
Debentures, Apache entered into a Fiscal Agency Agreement with Chemical Bank,
as fiscal agent, which is listed under Item 7 as Exhibit 99.2 and incorporated
herein by reference.

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

         (c)     Exhibits

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

                  99.1            Press Release, dated December 6, 1994 (Apache
                                  Issues $150 Million Convertible Subordinated
                                  Debentures)

                  99.2            Fiscal Agency Agreement, dated as of January
                                  4, 1995, between Apache and Chemical Bank, as 
                                  Fiscal Agent.





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 on Form 8-K/A to be signed
on its behalf by the undersigned thereunto duly authorized.


                                              APACHE CORPORATION             
                                                                             
                                                                             
                                                                             
Date:  January 11, 1995                       /s/ Zurab S. Kobiashvili       
                                              Zurab S. Kobiashvili           
                                              Vice President, General Counsel
                                              and Secretary                  






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