8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2006

APACHE CORPORATION

(Exact name of registrant as specified in Charter)

Delaware	1-4300	41-0747868
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 296-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Press release dated April 27, 2006

The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as set forth by specific reference in such filing.

Item 2.02.  Results of Operations and Financial Condition.

On April 27, 2006, Apache Corporation issued a press release announcing financial and operating results for the fiscal quarter ended March 31, 2006. The full text of the press release is listed and furnished under Item 9.01 as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(c)      Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 27, 2006, “Apache Reports First Quarter Earnings Rise 18 Percent to $660 Million or $1.97 Per Share”

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	APACHE CORPORATION
Date: April 27, 2006	/s/ Roger B. Plank
	Roger B. Plank
	Executive Vice President and
	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated April 27, 2006, “Apache Reports First Quarter Earnings Rise 18 Percent to $660 Million or $1.97 Per Share”

EX-99.1

Exhibit 99.1

CONTACTS:

(Media):	Tony Lentini	(713/296-6227)
	Bill Mintz	(713/296-7276)
(Investor):	Robert Dye	(713/296-6662)
	David Higgins	(713/296-6690)
(Web site):	www.apachecorp.com

FOR RELEASE AT 7:45 A.M. CENTRAL TIME

APACHE FIRST-QUARTER EARNINGS RISE 18 PERCENT
TO $660 MILLION OR $1.97 PER SHARE

     Houston, April 27, 2006 — Apache Corporation (NYSE, Nasdaq: APA) today reported that higher oil and gas prices and record natural gas production contributed to first-quarter 2006 earnings of $660 million or $1.97 per diluted common share, up from $559 million or $1.67 per share in the first quarter of 2005.

     Cash from operations before changes in operating assets and liabilities totaled $1.2 billion, up from $1 billion in the year-earlier period. (This is a non-GAAP measure; see reconciliation below.)

     Natural gas production of 1.4 billion cubic feet per day was 8 percent above that of the prior-year period, fueled by increased output from Apache’s Egyptian, Australian, Canadian and U.S. Central Region operations. Gas production was up 10 percent from the fourth quarter of 2005.

     Liquid hydrocarbon production was approximately 9 percent below the year-earlier period, primarily due to continuing Gulf of Mexico production shut-ins caused by hurricanes Katrina and Rita. Although worldwide liquids production was even with the fourth quarter, U.S. liquids production was up 23 percent.

     Total production, on a barrel-of-oil-equivalent basis, averaged 457,000 barrels per day in the first quarter, down 1 percent from the prior-year period. Production was up 5 percent from the fourth quarter.

     Apache received $57.41 per barrel of oil in the quarter, up 25 percent from the prior-year period; $36.43 per barrel of natural gas liquids, up 32 percent; and $6.37 per thousand cubic feet of gas, up 20 percent. However, Apache’s realized gas price was down 19 percent from the fourth quarter to the first quarter.

     “Apache got off to a strong start in the first quarter, and, barring some unforeseen world-changing event, the coming quarters should be even stronger,” said G. Steven Farris, Apache’s president, chief executive officer and chief operating officer. “We are well into a very active drilling campaign for the year, we have closed on the Pioneer acquisition in Argentina, and we plan to close the BP Gulf of Mexico transaction by the end of the second quarter.

     “We expect our production growth will continue to build over the remainder of the year,” Farris said. “We believe Apache is on track to achieve 12 percent to 17 percent production growth in 2006.”

     “It’s disappointing to hear the rhetoric beginning to come out of Washington, threatening to impose new taxes on the energy industry,” he said. “If taxes are increased, companies will be forced to reduce their investments accordingly.

     “With only 13 percent of the world’s known hydrocarbon reserves available to private enterprise, government policies should not discourage private investment in the upstream sector,” Farris said.

     Operational highlights include:

     Apache’s Central Region had an outstanding quarter, with production rising 9 percent from the fourth quarter. The increase was the result of drilling 112 wells (with a 99 percent success rate), completing 145 fracture stimulations, and the acquisition of eight fields from Amerada Hess.

     In the Gulf Region, oil production increased 23 percent from the fourth quarter level. Apache drilled 13 wells offshore and five wells onshore during the first quarter. Apache operated an average of seven jackup rigs, two platform rigs and one barge rig.

     In Canada, gas production averaged 386 million cubic feet (MMcf) per day, even with the fourth quarter and up 11 percent from the first quarter of 2005. Apache drilled 344 wells during the quarter, with 187 still to be connected to gathering and processing infrastructure. Apache also obtained regulatory approval to co-mingle production from different zones in 357 wells, and the company has a major recompletion program during the second quarter to access the behind-pipe zones.

     In the North Sea, Apache continued to commission new equipment to improve the efficiency of the Forties Field, including turbines, export pumps and platform cranes. The 4 percent drop in production from the fourth quarter was the result of downtime associated with commissioning new equipment.

     In Australia, gas production increased 17 percent from the fourth quarter on rising output from the John Brookes field.

     In Egypt, Apache achieved record gross gas production of 501 MMcf per day on March 5 and record gross oil production of 119,550 barrels per day on March 8. Net gas production increased 8 percent from the fourth quarter as output from the Qasr field continues to ramp up. Although gross operated oil production was higher, net oil production was down slightly from

the fourth quarter because of the impact of higher oil prices on the dynamics of production-sharing arrangements.

     With the completion of Apache’s acquisition of Pioneer Resources’ assets in Argentina, the company plans to drill more than 100 wells there during 2006.

     Apache Corporation is a large gas and oil independent with core operations in the United States, Canada, Egypt, the United Kingdom North Sea and Australia.

-end-

     EDITOR’S NOTE: Apache will webcast a conference call to discuss its first-quarter results at 1 p.m. Central Time, Thursday, April 27, from Apache’s Web site, www.apachecorp.com. The conference call will be available for delayed playback by telephone for one week beginning at approximately 5 p.m. on April 27. To access the telephone playback, dial (719) 457-0820 and provide Apache’s confirmation code, 8102104. The conference call will be archived on Apache’s Web site.

     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 production, operating costs, exploration and acquisition activities. 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.

APACHE CORPORATION
FINANCIAL INFORMATION

(In thousands, except per share data)

	For the Quarter
	Ended March 31,
	2006			2005
REVENUES AND OTHER:
Oil and gas production revenues	$	1,950,298		$	1,626,649
Other		48,804			35,639
		1,999,102			1,662,288
OPERATING EXPENSES:
Depreciation, depletion and amortization		372,577			339,413
Asset retirement obligation accretion		20,645			13,159
Lease operating costs		291,614			233,171
Gathering and transportation costs		26,104			23,780
Severance and other taxes		146,414			72,186
General and administrative		45,672			50,411
Total operating expenses		903,026			732,120
OPERATING INCOME		1,096,076			930,168
FINANCING COSTS:
Interest expense		42,863			45,266
Amortization of deferred loan costs		508			658
Capitalized interest		(14,193	)		(13,409	)
Interest income		(6,364	)		(927	)
Net financing costs		22,814			31,588
INCOME BEFORE INCOME TAXES		1,073,262			898,580
Provision for income taxes		412,341			338,097
NET INCOME		660,921			560,483
Preferred stock dividends		1,420			1,420
INCOME ATTRIBUTABLE TO COMMON STOCK	$	659,501		$	559,063
BASIC NET INCOME PER COMMON SHARE	$	2.00		$	1.70
DILUTED NET INCOME PER COMMON SHARE	$	1.97		$	1.67
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		330,416			328,037

APACHE CORPORATION
FINANCIAL INFORMATION

(In thousands)

	For the Quarter
	Ended March 31,
	2006		2005
COSTS INCURRED:
North America exploration and development	$	696,160	$	529,434
International exploration and development		221,547		262,347
	$	917,707	$	791,781
Oil and gas property acquisitions	$	256,840	$	19,949
Capitalized interest	$	14,193	$	13,409
Asset retirement costs	$	11,107	$	10,513

	March 31,		December 31,
	2006		2005
BALANCE SHEET DATA:
Current Assets	$	2,357,274	$	2,162,077
Property and Equipment, net		17,316,527		16,791,340
Goodwill		189,252		189,252
Other Assets		136,050		129,127
Total Assets	$	19,999,103	$	19,271,796
Current Liabilities	$	2,135,624	$	2,186,564
Long-Term Debt		2,189,126		2,191,954
Deferred Credits and Other Noncurrent Liabilities		4,417,857		4,352,063
Shareholders’ Equity		11,256,496		10,541,215
Total Liabilities and Shareholders’ Equity	$	19,999,103	$	19,271,796
Common shares outstanding at end of period		330,339		330,121

NON-GAAP FINANCIAL MEASURES:

The press release discusses Apache’s cash from operations before changes in operating assets and liabilities. It is presented because management believes the information is useful for investors because it is used internally and widely accepted by those following the oil and gas industry as a financial indicator of a company’s ability to generate cash to internally fund exploration and development activities, fund dividend programs, and service debt. It is also used by research analysts to value and compare oil and gas exploration and production companies, and is frequently included in published research when providing investment recommendations. Cash from operations before changes in operating assets and liabilities, therefore, is an additional measure of liquidity, but is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing, or financing activities.

The following table reconciles net cash provided by operating activities to cash from operations before changes in operating assets and liabilities.

	For the Quarter
	Ended March 31,
	2006		2005
Net cash provided by operating activities	$	1,043,284	$	836,172
Changes in operating assets and liabilities		180,916		186,896
Cash from operations before changes in operating assets and liabilities	$	1,224,200	$	1,023,068

APACHE CORPORATION
FINANCIAL INFORMATION

	For the Quarter
	Ended March 31,
	2006		2005
FINANCIAL DATA (In thousands, except per share data):
Revenues and other	$	1,999,102	$	1,662,288
Income Attributable to Common Stock	$	659,501	$	559,063
Basic Net Income Per Common Share	$	2.00	$	1.70
Diluted Net Income Per Common Share	$	1.97	$	1.67
Weighted Average Common Shares Outstanding		330,416		328,037
Diluted Shares Outstanding		334,469		334,038
PRODUCTION AND PRICING DATA:
OIL VOLUME — Barrels per day
United States		59,290		73,630
Canada		21,691		23,277
Egypt		57,292		54,579
Australia		11,911		15,976
North Sea		64,445		61,870
China		4,559		10,507
Argentina		1,272		704
Total		220,460		240,543
AVERAGE OIL PRICE PER BARREL
United States	$	50.22	$	44.00
Canada		54.17		47.14
Egypt		60.89		48.77
Australia		66.39		52.99
North Sea		60.66		46.10
China		58.12		33.91
Argentina		39.30		33.97
Total		57.41		46.05
NATURAL GAS VOLUME — Mcf per day
United States		601,045		637,803
Canada		385,982		346,742
Egypt		212,874		155,328
Australia		153,659		113,734
North Sea		2,269		2,178
Argentina		3,143		3,473
Total		1,358,972		1,259,258
AVERAGE NATURAL GAS PRICE PER MCF
United States	$	7.41	$	6.04
Canada		7.73		5.59
Egypt		4.41		4.30
Australia		1.67		1.82
North Sea		9.98		5.30
Argentina		1.19		0.91
Total		6.37		5.30
NGL VOLUME — Barrels per day
United States		7,553		9,104
Canada		2,178		2,419
Total		9,731		11,523
AVERAGE NGL PRICE PER BARREL
United States	$	36.52	$	28.26
Canada		36.10		25.46
Total		36.43		27.68