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                                                                     EXHIBIT 4.8

                                    Amendment
                                       To
         Non-Qualified Retirement/Savings Plan of Apache Corporation

Apache Corporation ("Apache") maintains the Non-Qualified Retirement/Savings
Plan of Apache Corporation (the "Plan"). Pursuant to section 8.02 of the Plan,
Apache has retained the right to amend the Plan. Apache hereby exercises that
right, effective as of the date this amendment is signed, as follows.

1.    Section 5.03 shall be replaced in its entirety by the following.

      5.03  Beneficiaries.

      (a)   Each Participant shall designate one or more persons, trusts or
            other entities as his beneficiary (the "Beneficiary") to receive
            any amounts distributable hereunder at the time of the
            Participant's death.  In the absence of an effective beneficiary
            designation as to part or all of a Participant's interest in the
            Plan, such amount shall be distributed to the Participant's
            surviving spouse, if any, otherwise to the personal
            representative of the Participant's estate.

      (b)   A beneficiary designation may be changed by the Participant at
            any time and without the consent of any previously designated
            Beneficiary.  However, if the Participant is married, his spouse
            shall be his Beneficiary unless such spouse has consented to the
            designation of a different beneficiary.  To be effective, the
            spouse's consent must be in writing, witnessed by a notary
            public, and filed with the Committee. If the Participant has
            designated his Spouse as a primary or contingent beneficiary, and
            the Participant and Spouse later divorce (or their marriage is
            annulled), then the former Spouse will be treated as having
            pre-deceased the Participant for purposes of interpreting a
            beneficiary designation form completed prior to the divorce or
            annulment; this provision will apply only if the Committee is
            informed of the divorce or annulment before payment to the former
            Spouse is authorized.

      (c)   Any individual or legal entity who is a beneficiary may disclaim
            all or any portion of his interest in the Plan, provided that the
            disclaimer satisfies the requirements of Code section 2518(b) and
            applicable state law.  The legal guardian of a minor or legally
            incompetent person may disclaim for such person.  The personal
            representative (or the individual or legal entity acting in the
            capacity of the personal representative according to applicable
            state law) may disclaim on behalf of a beneficiary who has died.
            The amount disclaimed shall be distributed as if the disclaimant
            had predeceased the individual whose death caused the disclaimant
            to become a beneficiary.

      (d)   When a Participant dies, his remaining vested Account balance shall
            be distributed to his Beneficiary as soon as administratively
            convenient after his death (taking into account a reasonable time
            for any Beneficiary to disclaim his interest under
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            subsection (c)), regardless of the payment schedule the Participant
            elected, and regardless of whether installment payments had begun.

2.    Section 9.03 shall be replaced in its entirety by the following.

      9.03  Inalienability of Benefits

      Except for disclaimers under subsection 5.03(c) and amounts paid to the
      Company under section 5.06, no Participant or Beneficiary shall have the
      right to assign, transfer, hypothecate, encumber or anticipate his
      interest in any benefits under the Plan, nor shall the benefits under the
      Plan be subject to any legal process to levy upon or attach the benefits
      for payment for any claim against the Participant, Beneficiary, or the
      spouse of the Participant or Beneficiary. If, notwithstanding the
      foregoing provision, any benefits are garnished or attached by the order
      of any court, the Company may bring an action for declaratory judgment in
      a court of competent jurisdiction to determine the proper recipient of the
      benefits to be distributed pursuant to the Plan. During the pendency of
      the action, any benefits that become distributable shall be paid into the
      court as they become distributable, to be distributed by the court to the
      recipient it deems proper at the conclusion of the action.

      IN WITNESS WHEREOF, this Amendment has been executed the date set forth
      below.

                                   APACHE CORPORATION


                                   By: /s/ Daniel L. Schaeffer

      Date: July 27, 2000          Title: Vice President, Human Resources


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