1
                                                                     EXHIBIT 4.1






                                               
             NUMBER                  [VIGNETTE]              ____________
           SSP ______                                           SHARES
                                                     
THIS CERTIFICATE IS TRANSFERABLE       APACHE        INCORPORATED UNDER THE LAWS
  IN MINNEAPOLIS, MINNESOTA OR       CORPORATION       OF THE STATE OF DELAWARE
       NEW YORK, NEW YORK                            
                                                     
          COMMON STOCK                                        COMMON STOCK
                           
      This Certifies that  _________________________        CUSIP 037411 10 5
                                                   SEE REVERSE FOR CERTAIN DEFINITIONS

    PAR VALUE
    $1.25 EACH
                             CERTIFICATE OF STOCK

      is the owner of      _________________________        

         FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
   Apache Corporation, transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
            by the Transfer Agent and registered by the Registrar.
           Witness the signatures of its duly authorized officers.

                                                   Countersigned and Registered:
                                                   NORWEST BANK MINNESOTA, N.A.
                                                                  TRANSFER AGENT
/s/ Raymond Plank                                                 AND REGISTRAR
- -----------------                                           
    CHAIRMAN

 /s/ C. L. Peper                                            
 ---------------                                            By _________________
    SECRETARY        DATED: _________________________       AUTHORIZED SIGNATURE
                            

   2
                               APACHE CORPORATION

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


                                        
TEN COM  ---  as tenants in common               UNIF TRF MIN ACT --- ______ Custodian ______________
TEN ENT  ---  as tenants by the entireties                            (Cust)               (Minor)
JT TEN   ---  as joint tenants with right of                          under Uniform Transfers to Minors
              survivorship and not as tenants                         Act _________________
              in common                                                        (State)


   Additional abbreviations may also be used though not in the above list.

This certificate also evidences and entitles the holder hereof to certain
rights (the "Rights") as set forth in a Rights Agreement between Apache
Corporation and Norwest Bank Minnesota, N.A., as Rights Agent, dated as of
January 31, 1996 as the same may be amended from time to time (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of Apache
Corporation. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. Apache Corporation will mail to the holder of
this certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. Under certain circumstances, as set forth in the
Rights Agreement, Rights owned by or transferred to any Person who is or
becomes an Acquiring Person (as defined in the Rights Agreement) and certain
transferees thereof will be come null and void and will no longer be
transferable.

      For value received, ________________ hereby sell, assign and transfer unto

      PLEASE INSERT SOCIAL SECURITY OR OTHER
          IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________

________________________________________________________________________________

Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated,   _________________________



NOTICE:  THE SIGNATURE(S) TO      ______________________________________________
THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT AL-
TERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.                  ______________________________________________


                                  THE SIGNATURE(S) SHOULD BE GUARANTEED BY
                                  ELIGIBLE GUARANTOR INSTITUTION, (Banks,
                                  Stockbrokers, Savings and Loan Associations
                                  and Credit Unions) WITH MEMBERSHIP IN AN
                                  APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM
                                  PURSUANT TO S.E.C. RULE 17Ad-15.