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                       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): September 24, 1996




                               APACHE CORPORATION
             (Exact name of registrant as specified in its charter)




DELAWARE                                 1-4300                       41-0747868
(State or other jurisdiction          (Commission               (I.R.S. Employer
of incorporation)                     File Number)        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


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ITEM 5.  OTHER EVENTS

         CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING INFORMATION

         Apache Corporation and its subsidiaries and affiliates (collectively,
the "Company"), from time to time, issues written and/or oral statements that
may contain forward-looking information, including projections, estimates,
forecasts, plans and objectives.  In considering such statements, the
investment community should be aware of the following risk factors to which the
Company has been subject in the past, is currently and may in the future be
subject and which could materially adversely affect the performance of the
Company.  The Company also cautions the investment community that such
statements and information are based on management's beliefs as well as on
assumptions made by and information currently available to management.  When
used in such statements, the words "project," "anticipate," "intend," "plan,"
"believe," "estimate" and similar expressions are intended to identify
forward-looking statements.  These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions.

         As required by and in reliance upon the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 (the "Act"), as set forth
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, the Company identifies the
following factors that could cause the Company's future results (including net
earnings and cash flow and oil and gas reserves and production) and stockholder
values to differ materially from those expressed in any forward-looking
statements made by or on behalf of the Company.

    1.       Reserves; Rates of Production; Development Expenditures; Cash Flow.

                          (a)     Generally.  There are numerous uncertainties
         inherent in estimating quantities of oil and natural gas reserves of
         any category and in projecting future rates of production and timing
         of development expenditures which underlie such reserve estimates,
         including many factors beyond the control of the Company.  Reserve
         data represents only estimates.  In addition, the estimates of future
         net cash flows from proved reserves of the Company and the present
         value thereof are based upon various assumptions about future
         production levels, prices and costs that may prove to be incorrect
         over time (see below).  Any significant variance from the assumptions
         could result in the actual quantity of the Company's reserves and
         future net cash flows therefrom being materially different from the
         estimates.  In addition, the Company's estimated reserves may be
         subject to downward or upward revision based upon production history,
         results of future exploration and development, prevailing oil and gas
         prices, operating and development costs and other factors.  The rate
         of production from oil and gas properties declines as reserves are
         depleted.  Except to the extent that the Company acquires additional
         properties containing proved reserves, conducts successful exploration
         and development activities or, through engineering studies, identifies
         additional behind-pipe zones or secondary recovery reserves, the
         proved reserves of the Company will decline materially as reserves are
         produced.  Future oil and gas production 




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         is, therefore, highly dependent upon the Company's level of success in
         acquiring or finding additional reserves.
        
                          (b)     Proved Reserves; Ceiling Test.  The Company's
         proved reserve estimates are based upon the Company's analysis of oil
         and gas reserves which meet the definition of "proved" under the
         Securities and Exchange Commission ("SEC") rules.  The Company
         periodically reviews the carrying value of its oil and gas properties
         under the full cost accounting rules of the SEC. Under such rules,
         capitalized costs of oil and gas properties on a country-by-country
         basis may not exceed the present value of estimated future net cash
         flows from proved reserves, discounted at 10%, plus the lower of cost
         or fair market value of unproved properties as adjusted for related
         tax effects.  At the end of each fiscal quarter, the test is applied
         using unescalated prices in effect at the applicable time and may
         result in a write-down if the "ceiling" is exceeded, even if prices
         decline for only a short period of time.  A deterioration of oil or
         gas prices could result in the Company recording a noncash charge to
         earnings related to its oil and gas properties at the end of a fiscal
         quarter or year.  The SEC's rules permit the exclusion of capitalized
         costs and present value of recently acquired properties in performing
         ceiling test calculations.  Pursuant to these rules, the Company
         occasionally requests and receives from the SEC one-year waivers with
         respect to recently acquired properties.  Under these waivers, if the
         ceiling is exceeded, the Company is permitted to perform an additional
         ceiling test calculation excluding the capitalized costs and present
         value of recently acquired properties and is only required to record a
         write-down of carrying value if the ceiling is still exceeded.  If a
         write-down is required, it would result in a one-time charge to
         earnings but would not impact net cash flow from operating activities.

                 2.       Prices.  The Company continually analyzes, forecasts
         and updates its estimates of energy prices for its internal use in
         planning, budgeting, and valuation and reserve estimates.  The
         Company's future financial condition and results of operations will
         depend upon the prices received for the Company's oil and natural gas
         production and the costs of acquiring, finding, developing and
         producing reserves.  Prices for oil and natural gas are subject to
         fluctuations in response to relatively minor changes in supply, market
         uncertainty and a variety of additional factors that are beyond the
         control of the Company. These factors include worldwide political
         instability (especially in the Middle East and other oil-producing
         regions), the foreign supply of oil and gas, the price of foreign
         imports, the level of consumer product demand, government regulations
         and taxes, the price and availability of alternative fuels and the
         overall economic environment.  A substantial or extended decline in
         oil and gas prices would have a material adverse effect on the
         Company's financial position, results of operations, quantities of oil
         and gas that may be economically produced and access to capital.  In
         addition, the sale of the Company's oil and gas production depends
         upon a number of factors beyond the Company's control, including the
         availability and capacity of transportation and processing facilities.
         Oil and natural gas prices have historically been and are likely to
         continue to be volatile.  Such volatility makes it difficult to 
         estimate the value of producing properties in acquisitions and to 
         budget and project the return on exploration and development projects 
         involving the Company's oil and gas 




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         properties.  In addition, unusually volatile prices often disrupt the
         market for oil and gas properties, as buyers and sellers have more
         difficulty agreeing on the purchase price of properties.
        
                 3.       Hedging.  The Company engages in hedging activities
         with respect to some of its projected oil and gas production through a
         variety of financial arrangements designed to protect against price
         declines, including swaps, collars and futures agreements. To the
         extent that the Company engages in such activities, it may be
         prevented from realizing the benefits of price increases above the
         levels of the hedges.  In addition, the Company is subject to basis
         risk when it engages in hedging transactions, particularly where
         transportation constraints restrict the Company's ability to deliver
         oil and gas volumes to the delivery point to which the hedging
         transaction is indexed.

                 4.       Acquisition Risks.  The Company intends to continue
         acquiring oil and gas properties.  Although the Company performs a
         review of the acquired properties that it believes is consistent with
         industry practices, such reviews are inherently incomplete.  It
         generally is not feasible to review in depth every individual property
         involved in each acquisition.  Ordinarily, the Company will focus its
         review efforts on the higher-value properties and will sample the
         remainder.  However, even a detailed review of records and properties
         may not necessarily reveal existing or potential problems, nor will it
         permit a buyer to become sufficiently familiar with the properties to
         assess fully their deficiencies and potential.  Inspections may not
         always be performed on every well, and environmental problems, such as
         ground water contamination, are not necessarily observable even when
         an inspection is undertaken.  Even when problems are identified, the
         Company often assumes certain environmental and other risks and
         liabilities in connection with acquired properties.  There are
         numerous uncertainties inherent in estimating quantities of proved oil
         and gas reserves and actual future production rates and associated
         costs with respect to acquired properties, and actual results may vary
         substantially from those assumed in the estimates (see above).  In
         addition, there can be no assurance that acquisitions will not have an
         adverse effect upon the Company's operating results, particularly
         during the periods in which the operations of acquired businesses are
         being integrated into the Company's ongoing operations.

                 5.       Operating Risks; Insurance.  Exploration for and
         production of oil and natural gas can be hazardous, involving
         unforeseen occurrences such as blowouts, cratering, fires and loss of
         well control, which can result in damage to or destruction of wells or
         production facilities, injury to persons, loss of life or damage to
         property or the environment.  The Company maintains insurance against
         certain losses or liabilities arising from its operations in
         accordance with customary industry practices and in amounts that
         management believes to be prudent.  However, insurance is not
         available to the Company against all operational risks, and the
         occurrence of a significant event that is not fully insured could have
         a material adverse effect on the Company's financial position and
         results of operations.





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                 6.       Competition.  The oil and gas industry is highly
         competitive.  As an independent oil and gas company, the Company
         frequently competes for reserve acquisitions, exploration leases,
         licenses, concessions and marketing agreements against companies
         having substantially larger financial and other resources than the
         Company possesses.  To the extent the Company's capital budget is
         lower than that of certain of its competitors, the Company may be
         disadvantaged in effectively competing for certain reserves, leases,
         licenses and concessions.

                 7.       Government Regulations.

                          (a)     Generally.  The Company's oil and gas
         exploration, development production and marketing operations are
         regulated extensively at U.S. federal, state and local levels, as well
         as by other countries in which the Company does business.  Such laws
         and regulations govern a wide variety of matters.  For example, most
         states in which the Company operates regulate the quantities of
         natural gas that may be produced from wells within their borders to
         prevent waste in the production of natural gas and to protect the
         correlative rights of competing interest owners.  It is impossible at
         this time to determine what changes may occur with respect to such
         regulations and what effect, if any, such changes may have on the
         Company and the natural gas industry as a whole.

                          (b)     Environmental.  As an owner and operator of
         oil and gas properties, the Company is also subject to various
         federal, state, local and foreign country environmental regulations,
         including air and water quality control laws.  These laws and
         regulations may, among other things, impose liability on the lessee
         under an oil and gas lease for the cost of pollution cleanup resulting
         from operations, subject the lessee to liability for pollution
         damages, require suspension or cessation of operations in affected
         areas and impose restrictions on the injection of liquids into
         subsurface aquifers that may contaminate groundwater.  Although the
         Company believes that it is in substantial compliance with existing
         applicable environmental laws and regulations, there can be no
         assurance that substantial costs for compliance will not be incurred
         in the future. Moreover, it is possible that other developments, such
         as stricter environmental laws, regulations and enforcement policies
         thereunder, could result in additional, presently unquantifiable,
         costs or liabilities to the Company.

                 8.       Title to Interests.  The Company believes that its
         title to various oil and gas interests is satisfactory and consistent
         with standards generally accepted in the oil and gas industry, subject
         only to exceptions which do not detract substantially from the value
         of the interests or materially interfere with their use in the
         Company's operations.  The interests owned by the Company may be
         subject to one or more royalty, overriding royalty and other
         outstanding interests customary in the industry.  The interests may
         additionally be subject to obligations or duties under applicable
         laws, ordinances, rules, regulations and orders of arbitral or
         governmental authorities.  In addition, the interests may be subject
         to burdens such as net profits interests, liens incident to operating
         agreements and current taxes, development obligations under oil and
         gas leases and other encumbrances, easements and restrictions, none of
         which currently detract substantially





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         from the value of the interests or materially interfere with their 
         use in the Company's operations.

                 9.       General Economic Conditions.  Virtually all of the
         Company's operations are subject to the risks and uncertainties of
         general economic conditions (domestically, in specific regions of the
         United States and Canada, and internationally), the outcome of pending
         and/or potential legal or regulatory proceedings, changes in
         environmental, tax, labor and other laws and regulations to which the
         Company is subject, and the condition of the capital markets utilized
         by the Company to finance its operations.

                 10.      Risks of Non-U.S. Operations.  The Company's non-U.S.
         oil and natural gas exploration, development and production activities
         are subject to political and economic uncertainties (including but not
         limited to changes, sometimes frequent or marked, in governmental
         energy policies or the personnel administering them), expropriation of
         property, cancellation or modification of contract rights, foreign
         exchange restrictions, currency fluctuations, royalty and tax
         increases and other risks arising out of foreign governmental
         sovereignty over the areas in which the Company's operations are
         conducted, as well as risks of loss due to civil strife, acts of war,
         guerrilla activities and insurrection.  These risks may be higher in
         the developing countries in which the Company conducts such
         activities.  Consequently, the Company's non-U.S. exploration,
         development and production activities may be substantially affected by
         factors beyond the Company's control, any of which could materially
         adversely affect the Company's performance.  Furthermore, in the event
         of a dispute arising from non-U.S. operations, the Company may be
         subject to the exclusive jurisdiction of courts outside the U.S. or
         may not be successful in subjecting non-U.S. persons to the
         jurisdiction of courts in the U.S., which could adversely affect the
         outcome of such dispute.





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                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this Form 8-K to be signed on its behalf
by the undersigned thereunto duly authorized.


                                      APACHE CORPORATION
                                      
                                      
                                      
Date:    September 24, 1996           /s/ Z. S. KOBIASHVILI  
                                      ------------------------------------------
                                      Z. S. Kobiashvili
                                      Vice President and General Counsel