EXHIBIT 5.4

                           RICHARDS, LAYTON & FINGER
                           A PROFESSIONAL ASSOCIATION
                               ONE RODNEY SQUARE
                                  P.O. BOX 551
                           WILMINGTON, DELAWARE 19899
                                 (302)651-7700
                               FAX: (302)651-7701
                                  WWW.RLF.COM


                               September 19, 2003

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

         Re:  Apache Trust I - File No. 333-105536-04 &
              Apache Trust II - File No. 333-105536-03

Ladies and Gentlemen:

         We have acted as special Delaware counsel for 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.

         We have examined and relied upon such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinions expressed below, including the following documents:

         (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
Apache Corporation, a Delaware corporation (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
September 19, 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"), filed
by the Company, the Trusts and others with the Securities and Exchange
Commission on May 23, 2003, as amended by Amendment No. 1, filed on May 30,
2003, and also to be further amended by Amendment No. 2, to be filed on or about
July 30, 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 July
25, 2003, obtained from the Secretary of State.

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

         As to various questions of fact material to our opinion, we have relied
upon the representations made in the foregoing documents and upon certificates
of officers of the Company.

         With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as 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 Certificates
of Trust are in full force and effect and have not been amended, (ii) that each
of the parties to the documents (other than the Trusts) 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 (other than the Trusts) 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 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.




Apache Trust I
Apache Trust II
September 19, 2003
Page 3


         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 rules, regulations and orders thereunder 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.

EAM/wrm