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                                                                    EXHIBIT 99.3




News Release--DRAFT


             APACHE TO ACQUIRE GULF OF MEXICO PROPERTIES FROM SHELL
                 FOR $715 MILLION PLUS 1 MILLION APACHE SHARES

         Houston, April 29, 1999--Apache Corporation (NYSE: APA) announced
today that it has signed a definitive agreement to acquire strategic oil and
gas assets on the Outer Continental Shelf of the Gulf of Mexico from Shell
Exploration & Production Company in a negotiated transaction.  The properties
have proved reserves of 127.3 million barrels of oil equivalent, based on
Apache estimates.  The purchase price is $715 million in cash plus 1 million
shares of Apache common stock.

         The properties to be acquired include 22 fields, 18 of which will be
operated by Apache. In February, the properties recorded average net production
of 24,900 barrels of oil and 125 million cubic feet of gas per day.  The
fields' production and reserve mix is 54 percent oil and 46 percent natural
gas.  The properties are in water depths of less than 700 feet.

         The acquisition also includes 16 undeveloped blocks and access to 3-D
seismic data covering more than 1,000 blocks throughout the Gulf.

         Apache President and Chief Operating Officer G. Steven Farris said,
"The transaction is expected to add significantly to earnings per share and
cash flow per share.  In addition, while service costs are appropriate, we
intend to accelerate production and reduce costs to add shareholder value
through a program of recompletions, workovers and drilling."

         "These properties play to Apache's strength of adding value through
operational enhancements," Farris said.

         The transaction is expected to close within 30 days.  The acquisition
will be effective retroactively to March 1, 1999.  The purchase price will be
adjusted for production and costs between March 1 and closing.
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         "This transaction will be financed through a combination of debt and
equity with an objective of maintaining Apache's balance sheet," said Roger
Plank, Apache's Chief Financial Officer.  "In addition, we have agreed in
principle to sell more than $100 million of existing Apache properties, which
we will continue to operate for a management fee and a reversionary interest in
the upside."

         Apache Chairman and Chief Executive Raymond Plank said, "This is the
largest to date of a series of transforming events as we build Apache to last.
Ultimate shareholder reward is predicated upon the value we seek to add, the
continuing environment of volatile oil and gas prices, and the success of our
strategy to fund discovery of oil and gas in our growing international core
areas.

         "The working relationships developed between Shell and Apache
employees during evaluation and negotiations have been outstanding.  We would
like to thank Shell for their effort and cooperation in enabling this
transaction," he said.

         "We have enjoyed working with representatives of Apache, and are very 
pleased to have reached mutually acceptable terms on this negotiation," 
commented Walter van de Vejver, Shell Exploration & Production Company's 
president and chief executive officer.

         Goldman, Sachs & Co. is advising Apache on the transaction and expects
to underwrite the equity that Apache plans to offer.  The equity may only be
offered by means of a prospectus, copies of which may be obtained from Goldman
Sachs.

         Apache Corporation is an oil and gas independent with operations in
North America, Egypt, Western Australia, Poland, the People's Republic of China
and Cote d'Ivoire.  Its common stock is traded on the New York and Chicago
stock exchanges.

         This news release contains certain "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of 1995 including,
without limitation, expectations, beliefs, plans and objectives regarding
Apache's earnings, cash flow, production, reserves, capitalization and property
sales.  Any matters that are not historical facts are forward-looking and,
accordingly, involve estimates, assumptions and uncertainties.  There is no
assurance that Apache's expectations will be realized, and actual results may
differ materially from those expressed in the forward- looking statements.

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