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                                                                   EXHIBIT 10.40

                               FIRST AMENDMENT TO
                         RESTATED EMPLOYMENT AGREEMENT
                                       OF
                                 RAYMOND PLANK



         This First Amendment to that certain Restated Employment Agreement
dated December 5, 1990 (the "Restated Agreement"), by and between APACHE
CORPORATION, a Delaware corporation, with its principal offices located at 2000
Post Oak Boulevard, Suite 100, Houston, Texas  77056-4400 (hereinafter called
"Company"), and RAYMOND PLANK (hereinafter called the "Executive"), is made
this 4th day of April, 1996.




                                  WITNESSETH:


         WHEREAS, the Company and the Executive entered into a Restated
Agreement dated December 5, 1990; and

         WHEREAS, the parties desire to amend the terms and conditions of that
Restated Agreement;

         NOW, THEREFORE, it is mutually agreed by and between the parties
hereto that paragraph 9 of the Restated Agreement shall be deleted and replaced
in its entirety as follows:

         9.       Death.  In the event of the death of the Executive, the
                  Company shall pay to his designee, if any, or to his estate,
                  the amount of $750,000.00 in equal monthly installments over
                  10 years ($6,250.00 per month), commencing the first day of
                  the first month following the death of the Executive.  The
                  Executive may designate the recipient of these payments by
                  delivering to the Company, his written designation prior to
                  his death.  Such designation may be changed by the Executive
                  at any time prior to his death by executing and delivering to
                  the Company a subsequent written designation of recipient.
                  If the Executive has made no designation, then such amount
                  shall be paid to the Executive's estate in a lump sum.  If
                  the Executive's designee survives him, but dies before the
                  entire balance of monthly payments have been made, then the
                  balance shall be paid to such designee's estate in a lump
                  sum.




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         IN WITNESS HEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers and the Executive has hereunto set his
hand, as of the day and year first written above.

ATTEST:                                       APACHE CORPORATION



/S/ JAMES E. SLOAN                            /S/ ROGER B. RICE
- - ------------------                            -----------------
ASSISTANT SECRETARY                           ROGER B. RICE
                                              VICE PRESIDENT, HUMAN RESOURCES
                                              AND ADMINISTRATION


                                              EXECUTIVE

                                              /S/ RAYMOND PLANK
                                              -----------------
                                              RAYMOND PLANK




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