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                                                                  EXHIBIT 10.15





                               APACHE CORPORATION
                     DIRECTORS' DEFERRED COMPENSATION PLAN

                   As Amended and Restated September 14, 1994



                                    PURPOSE

The Directors' Deferred Compensation Plan (the "Plan") is designed to provide a
means for the optional deferral of compensation otherwise payable to individual
directors who are not employees of Apache Corporation ("Apache").


                                PLAN PROVISIONS

1.      An individual director may elect to participate in the Plan and defer
all or any portion of the directors fees ("Deferred Compensation") which may
become payable to the participating director with respect to services as a
director during any calendar year (the "year") by the execution of a Directors'
Deferred Compensation Agreement between the participating director and Apache
("Agreement").  Directors fees shall include retainer fees and board and
committee meeting attendance fees, but shall not include any expense
reimbursement or any award under Apache's Equity Compensation Plan for
Non-Employee Directors.

2.      An Agreement must be executed by the participating director on or
before December 31 of the year prior to the year for which Deferred
Compensation is elected.  Once executed, an Agreement shall be irrevocable with
respect to the year made and shall remain in effect and be deemed a like
election for Deferred Compensation with respect to all years subsequent to such
year until the Agreement is terminated or amended.  Any termination shall be
made in writing and provided to Apache's Corporate Secretary on or before
December 31 of the year prior to the year for which the termination is to be
effective.  A participating director may amend his election for Deferred
Compensation by executing a new Agreement, which shall supersede any previous
Agreement.  Any new Agreement must be executed by the participating director
and provided to Apache's Corporate Secretary on or before December 31 of the
year prior to the year for which the amended election is to be effective.

3.      In the event an Agreement is terminated, the participating director's
Deferred Compensation will be retained in the Plan and paid only in accordance
with the provisions of such Agreement.

4.      Apache will maintain a separate Deferred Compensation memorandum
account for each participating director.  The amounts of Deferred Compensation,
plus interest accrued on such amounts at the annual rate earned by Apache's
short-term marketable securities portfolio, will be accumulated in each
memorandum account.




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5.      All Deferred Compensation and interest accumulated in a participating
director's memorandum account will be classified in the same category as other
unsecured creditors and accounts payable of Apache, and neither the
participating director nor his beneficiary or estate shall have any property
interest whatsoever in any specific assets of Apache.

6.      Upon retirement as a director of Apache, termination as a director of
Apache under other circumstances, or on a date specifically designated in the
applicable Agreement, the balance of the participating director's memorandum
account described in Section 4 above will be paid (a) in a lump sum, or (b) in
annual installments over a ten-year period (or some certain shorter period as
designated in the participating director's Agreement) beginning with the first
business day of the calendar year immediately following the participating
director's retirement or other termination, or with the date specifically
designated in the applicable Agreement.

        The rate of interest defined in Section 4 above will continue to be
accrued on the remaining balances and accumulated in the participating
director's memorandum account during any installment payment periods.

7.      The right of the participating director or any other person to receive
payments under the Plan shall not be assigned, transferred, pledged or
encumbered, except by will or by the laws of descent and distribution.  Upon
the death of a participating director, any balance remaining in the
participating director's memorandum account at the time of his death will be
paid in a lump sum to his designated beneficiary or, if there is no designated
beneficiary, to his estate as soon as administratively practicable after the
participating director's death.

8.      The Plan may be amended from time to time by vote of the board of
directors of Apache.  However, no such Plan amendment may change a
participating director's irrevocable election as provided in Section 2 above,
increase the amounts payable to a participating director under the Plan, or
impair any rights to amounts accumulated in the memorandum account of a
participating director.

9.      The Plan is to be binding upon Apache and upon its successors and
assigns.  The Plan shall continue in effect from year to year unless and until
revoked by the board of directors of Apache.  Any such revocation shall operate
only prospectively and shall not affect the rights and obligations under
elections previously made.

10.     Except when otherwise indicated by the context, the definition of any
term herein in the singular shall also include the plural, and the masculine
gender shall also include the feminine gender.

11.     The Plan and all Agreements hereunder shall be construed in accordance
with and governed by the laws of the State of Texas.




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