Exhibit 99.2


                                                                          PAGE 1

                                    DELAWARE
                                 The First State


         I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "APACHE CORPORATION", FILED IN THIS OFFICE ON THE SIXTEENTH DAY
OF DECEMBER, A.D. 2003, AT 8:40 O'CLOCK P.M.

         A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.





                                     [Seal]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
0482215     8100                         AUTHENTICATION:  2818031

030811848                                             DATE:  12-16-03







       State of Delaware
      Secretary of State
   Division of Corporations
Delivered 08:40 PM 12/16/2003
   Filed 08:40 PM 12/16/2003
 SRV 030811848 - 0482215 FILE


                           CERTIFICATE OF ELIMINATION
                                       OF
                            SERIES C PREFERRED STOCK
                                       OF
                               APACHE CORPORATION


APACHE CORPORATION, a corporation organized and existing under the General
Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Certificate of Designations, Preferences and Rights with respect
to the Automatically Convertible Equity Securities, Conversion Preferred Stock,
Series C (the "Series C Preferred Stock") was filed in the office of the
Secretary of State of the State of Delaware on May 13, 1999. None of the
authorized shares of Series C Preferred Stock are outstanding and none will be
issued.

SECOND: That at a meeting of the Board of Directors of APACHE CORPORATION held
by telephone on December 16, 2003, resolutions were duly adopted setting forth
the proposed elimination of all reference to the Series C Preferred Stock from
the Restated Certificate of Incorporation, as set forth herein:

         WHEREAS: By resolution of the Board of Directors of the Company and by
         a Certificate of Designations, Preferences and Rights filed in the
         office of the Secretary of State of the State of Delaware on May 13,
         1999 (the "Certificate of Designations"), the Company authorized the
         issuance of a series of preferred stock consisting of 140,000 shares,
         no par value, designated as the Automatically Convertible Equity
         Securities, Conversion Preferred Stock, Series C (the "Series C
         Preferred Stock"), and established the voting powers, designations,
         preferences, and relative, participating, and other rights, and the
         qualifications, limitations, or restrictions thereof; and

         WHEREAS: All 140,000 shares of such Series C Preferred Stock were
         issued by the Company on May 18, 1999, and all 140,000 shares of such
         Series C Preferred Stock were reacquired by the Company or converted
         into shares of the Company's Common Stock on or before May 15, 2002;
         and

         WHEREAS: As of the date hereof, no shares of such Series C Preferred
         Stock are outstanding and no shares of such Series C Preferred Stock
         will be issued subject to said Certificate of Designations; and

         WHEREAS: It is desirable that all matters set forth in the Certificate
         of Designations with respect to such Series C Preferred Stock be
         eliminated from the Company's Restated Certificate of Incorporation, as
         heretofore amended.




         NOW, THEREFORE, BE IT AND IT HEREBY IS

         RESOLVED: That all matters set forth in the Certificate of Designations
         with respect to such Series C Preferred Stock be eliminated from the
         Company's Restated Certificate of Incorporation, as heretofore amended;
         and

         FURTHER RESOLVED: That the officers of the Company be, and hereby are,
         severally authorized and directed to file a certificate with the office
         of the Secretary of State of the State of Delaware setting forth a copy
         of these resolutions whereupon all matters set forth in the Certificate
         of Designations with respect to such Series C Preferred Stock shall be
         eliminated from the Company's Restated Certificate of Incorporation, as
         heretofore amended.

THIRD: That in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, all reference to the Series C
Preferred Stock is hereby eliminated from the Restated Certificate of
Incorporation.

IN WITNESS WHEREOF, said APACHE CORPORATION has caused this certificate to be
signed by Roger B. Plank, its Executive Vice President and Chief Financial
Officer, this 16th day of December, 2003.

                                             APACHE CORPORATION


                                             By /s/ Roger B. Plank
                                                --------------------------------
                                                Roger B. Plank
                                                Executive Vice President and
                                                Chief Financial Officer

ATTEST:

/s/ Cheri L. Peper
------------------------------------
Cheri L. Peper
Corporate Secretary