EXHIBIT 5.4


                    (Richards, Layton, & Finger Letterhead)



                                  May 23, 2003




Apache Trust I
Apache Trust II
c/o Apache Corporation
2000 Post Oak Boulevard
Suite 100
Houston, TX 77056

               Re: Apache Trust I &
                   Apache Trust II

Ladies and Gentlemen:

               We have acted as special Delaware counsel for Apache Corporation,
a Delaware corporation (the "Company"), Apache Trust I, a Delaware statutory
trust ("Trust I"), and Apache Trust II, a Delaware statutory trust ("Trust II"
and together with Trust I the "Trusts" and each sometimes hereinafter
individually referred to as a "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

               For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

               (a) The Certificate of Trust of Trust I, dated as of March 13,
2000 (the "Trust I Certificate of Trust"), as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on March
13, 2000;

               (b) The Certificate of Trust of Trust II, dated as of March 13,
2000 (the "Trust II Certificate of Trust" together with the Trust I Certificate
the "Certificates of Trust"), as filed in the office of the Secretary of State
on March 13, 2000;

               (c) The Trust Agreement of Trust I, dated as of March 13, 2000,
among the Company and the trustees of the Trust named therein

               (d) The Trust Agreement of Trust II, dated as of March 13, 2000,
among the Company and the trustees of the Trust named therein;




Apache Trust I
Apache Trust II
May 23, 2003
Page 2


               (e) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (the "Prospectus"), relating to the
undivided beneficial interests in the assets of the Trust (each, a "Trust
Preferred Security" and collectively, the "Trust Preferred Securities"), to be
filed by the Company, the Trusts and others with the Securities and Exchange
Commission on or about May 23, 2003;

               (f) A form of Amended and Restated Trust Agreement of each of the
Trusts (the "Trust Agreement"), to be entered into among the Company, the
trustees of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust, filed as an exhibit
to the Registration Statement; and

               (g) A Certificate of Good Standing for each of the Trusts, dated
May 2, 2003, obtained from the Secretary of State.

               Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.

               For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (g) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (g) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

               With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

               For purposes of this opinion, we have assumed (i) that the Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trusts, and that the Certificates of Trust are
in full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, that each of the parties to the documents
examined by us has been duly created, organized or formed, as the case may be,
and is validly existing in good standing under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are signatories to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) that each party to the documents examined by us has duly authorized,
executed and delivered such documents, (vi) the receipt by each Person to whom a
Trust Preferred Security is to be issued by the




Apache Trust I
Apache Trust II
May 23, 2003
Page 3


Trusts (collectively, the "Trust Preferred Security Holders") of a Trust
Preferred Security Certificate for such Trust Preferred Security in the name of
such Person and the payment for the Trust Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Trust Preferred Securities will be issued and sold to the Trust
Preferred Security Holders in accordance with the Trust Agreement and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

               This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

               Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

               1. Each of the Trusts has been duly created and is validly
existing in good standing as a statutory trust under the Delaware Statutory
Trust Act.

               2. The Trust Preferred Securities will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trusts.

               3. The Trust Preferred Security Holders, as beneficial owners of
the Trusts, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Trust
Preferred Security Holders may be obligated to make payments as set forth in the
Trust Agreement.

               We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.



                                            Very truly yours,


                                            /s/ Richards, Layton & Finger, P.A.


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