SecProbe.io

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                               December 14, 2005

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attn:  Ms. April Sifford                       Mr. Yong Choi
       Branch Chief                            Division of Corporation Finance
       Division of Corporation Finance         (mail stop 7010)
       (mail stop 7010)

       Re:      Apache Corporation
                Form 10-K for the year ended December 31, 2004
                Definitive 14A filed on March 28, 2005
                File No. 1-4300

Ladies and Gentlemen:

This letter provides our responses to the comments in your letter of November 9,
2005. We believe that these responses should answer the issues raised in your
comments, and we look forward to finalizing this current round of review. Please
let me (713-296-6615) know if you have follow up questions or need further
clarification. Also, please date-stamp the enclosed copy of this letter and
return it in the enclosed stamped self-addressed envelope.

                                           Respectfully,

                                       /s/ Thomas L. Mitchell
                                           _____________________________
                                           Thomas L. Mitchell
                                           Vice President and Controller

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Apache Corporation
December 14, 2005
page 2
Form 10-K for the year ended December 31, 2004

Statement of Consolidated Cash Flows, page F-5

1.       The amount in "Other" caption under cash flows from financing
         activities represents approximately 21% of your net cash provided by
         (used in) financing activities. Please separately disclose to the
         extent any of the items included in this caption exceed 10% on a stand
         alone basis. Additionally, please provide us with a detail of items
         that are included in this caption.

         SUPPLEMENTAL RESPONSE

         The following is a detail of the "Other" caption under cash flows from
         financing activities:

<Table>
<Caption>
<S>                                                                      <C>
         Excess Tax Benefits of Stock Options                            31,693
         Derivative Activity with Financing Elements                     22,572
                                                                         ------
         Total "Other"                                                   54,265
                                                                         ======
</Table>

         Inclusion of the "Excess Tax Benefits of Stock Options" in financing
         activities was based on guidance from Financial Accounting Standard
         Board (FASB) Statement 95, paragraph 19 as amended by Statement 123-R.
         Inclusion of the "Derivative Activity with Financing Elements" in
         financing activities was based on guidance from FASB Statement 149
         (which amended FASB Statement 133), paragraph 45.

         Although we are not aware of a specific rule requiring separate
         disclosure of items exceeding 10% of the Net Cash provided by (used in)
         Financing Activities, we do note that the 10% threshold applies to
         several areas of SEC guidance. However, the detail was included in
         "Other" because we believe the individual items are insignificant to
         our cash flow presentation and do not provide additional information
         necessary to understand our financial statements. We respectfully ask
         that the SEC waive the request for us to separately disclose these
         particular items.

Anadarko Petroleum, page F-16

2.       We note you recorded an $84 million liability for the future cost to
         produce and deliver the VPP volumes. Please tell us and disclose where
         the amortization of the liability is reported in your statement of
         consolidated operations and the authoritative accounting literature
         supporting your practice.

         SUPPLEMENTAL RESPONSE

         Our $84 million liability for the future cost associated with producing
         and delivering the VPP volumes is reflected in our Statement of
         Consolidated Operations as a credit

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Apache Corporation
December 14, 2005
page 3

         to the "Lease operating costs" line item and is amortized over time as
         the VPP volumes are produced. Our accounting treatment is supported by
         (i) EITF 00-01, which deals with proportionate consolidation in the
         extractive industry and (ii) FASB Statement 141 and EITF 95-03, which
         provide guidance on purchase price accounting for legal obligations
         assumed. In addition, our accounting treatment is analogous to the
         treatment of asset retirement obligations that are assumed in a
         business combination under FASB Statement 143.

         EITF 00-01

         EITF 00-01 directs companies in the extractive industry to present only
         their proportionate share of the revenues and expenses associated with
         producing their oil and gas reserves. Our net lease operating expenses
         ("LOE") and oil and gas revenues reflect only our proportionate share
         of the expenses and revenues associated with producing the oil and gas
         reserves in which we have a mineral interest. The expenses and revenues
         that are attributable to producing the VPP volumes owned by others are
         not included in our net lease operating expenses. Instead, our gross
         lease operating costs are reduced by the expenses attributable to the
         production of VPP volumes and our $84 million assumed liability is
         decreased by the same amount. As a result, there is no impact on our
         income statement when we incur expenses attributable to the VPP
         volumes.

         FASB STATEMENT 141 AND EITF 95-03

         As part of our allocation of the acquisition purchase price under FASB
         Statement 141, we recorded a legal obligation to produce the VPP
         volumes. Paragraph 37 (k) of FASB Statement 141 states that assumed
         liabilities generally include "unfavorable leases, contracts, and
         commitments and plant closing expense incident to the acquisition--at
         present values of amounts to be paid determined at appropriate current
         interest rates." The assumed liability attributable to the production
         of the VPP volumes was calculated based on the estimated future
         production costs associated with producing the VPP volumes using
         historical lease operating expenses. Because the assumed liability is
         amortized against lease operating expenses as they are incurred to
         produce the VPP volumes, the only impact on our income statement is the
         depletion of the initial allocated value of the oil and gas properties.

         Moreover, our accounting treatment is also supported by EITF 95-03.
         This EITF provides guidance for liabilities recognized in connection
         with a purchase business combination and states that a liability
         assumed should be recognized "only if the cost is not associated with
         or is not incurred to generate revenues of the combined entity after
         the consummation date." We recognized the assumed liability associated
         with producing the VPP volumes because the costs incurred by us to
         produce such volumes will be incurred under a contractual obligation
         that will not generate any revenue or provide any economic benefit to
         us. In addition, we did not record the reserves, production or related
         revenue associated with the VPP volumes.

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Apache Corporation
December 14, 2005
page 4

         ASSET RETIREMENT OBLIGATIONS

         Finally, asset retirement obligations (ARO), recorded under FASB
         Statement 143, also support our accounting treatment. ARO liabilities
         are an example of assumed liabilities that are accrued on the
         acquisition date, but are relieved with no direct impact to the
         statement of operations. The present value cost of the abandonment
         obligation is expensed through the value of the oil and gas properties
         purchased, while the liability is relieved over time as the cash
         outlays are actually incurred.

         SUMMARY

         Based on the guidance provided by EITF 00-01, FASB Statement 141, EITF
         95-03 and FASB Statement 143, in our opinion, the appropriate method
         for reducing the assumed liability associated with the production of
         the VPP volumes is to remove from our lease operating costs the costs
         associated with the production of the VPP volumes, as such costs are
         incurred. Accordingly, under this presentation, only our share of
         production volumes, reserves, oil and gas revenue and lease operating
         expenses is included in the financial statements. The alternative is to
         reflect the relief of this lifting obligation as a revenue generating
         event which could lead investors to incorrectly conclude that we earned
         income or a profit on VPP quantities that were never owned. In
         addition, this alternative treatment would also gross-up our Statement
         of Consolidated Operations with the same costs expensed twice (both as
         LOE and as DD&A) offset by increased revenues. We believe that our
         current accounting treatment is accurate under the governing accounting
         standards and reflective of our actual operations.

         Our current disclosures reflect our accounting treatment by stating
         that we do not record any of the underlying reserves or production,
         revenues and costs associated with the VPP properties. We would
         propose, in response to the Staff's comment, to change our disclosure
         prospectively so that rather than referring to "amortization," we would
         state "the liability will be settled through a reduction of lease
         operating costs as the VPP volumes are produced."

Commitments and Contingencies, Page F-35

Texaco China B.V., page F-35

3.       In your Form 10-K on March 12, 2004, in describing the potential
         outcome of the Texaco China B.V. litigation, you stated that Texaco
         will fully recover its costs associated with drilling the wells under
         its cost recovery contract with the Chinese national oil company, and
         the value of the interest re-assigned by Apache to Texaco far exceeds
         any damages that could be claimed by Texaco. Therefore, you believe any
         material recovery by Texaco is remote. However, during 2004, you
         recorded a reserve to fully reflect a pre-tax $71 million international
         arbitration award to Texaco. Please describe the deliberative process
         performed by you that led to the conclusion

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Apache Corporation
December 14, 2005
page 5

         as of March 12, 2004. Please also provide reasons as to why your
         anticipated outcome differed significantly from the ruling the second
         quarter 2004.

         SUPPLEMENTAL RESPONSE

         The deliberative process we performed that led to the conclusion as of
         March 12, 2004 was based on facts and circumstances known to us at that
         date, including the results of a mock arbitration we conducted,
         mediation between the parties, previous settlement offers from the
         plaintiff, and the advice of our outside litigation counsel and damages
         expert. The arbitrator's award in July 2004 far exceeded the results of
         those experiences. We strongly disagree with the decision of the
         arbitrator, which we are vigorously contesting. We filed a proceeding
         in federal court seeking to vacate the award. The court declined to
         vacate the award and, instead, confirmed it. We have appealed that
         decision to the United States Court of Appeals for the Fifth Circuit.

Definitive 14A filed on March 24, 2005

Independent Public Accountants, page 47

4.       Your disclosure of principle accountant fees and services does not
         appear to follow the presentation and disclosure format provided under
         Item 14 of Form 10-K. Please group your fees relating to services
         preformed in 2003 and 2004 in connection with the acquisitions into the
         applicable captions in Item 14 of Form 10-K and revise your disclosure
         accordingly. Please also provide a detail of services performed by
         Ernst & Young LLP in connection with the acquisitions.

         SUPPLEMENTAL RESPONSE

         Our disclosure indicates that the Company incurred approximately
         $655,000 and $1,500,000 of fees paid to Ernst & Young ("E&Y") related
         to services performed in connection with acquisitions. These amounts
         were reflected in the service type table under both Audit-Related
         Services and Tax Services.

         For 2004, approximately $475,000 was incurred for accounting
         consultations and $180,000 was incurred for tax services on the
         Anadarko and Exxon acquisition. For 2003, approximately $500,000 was
         incurred for the accounting consultations and $1,000,000 was incurred
         for tax services on the BP Plc. North Sea acquisition and the Shell
         acquisition. E&Y reviewed the underlying contracts, accounting
         treatment and disclosures surrounding each specific acquisition. For
         tax services, E&Y spent considerable time assisting the Company in
         considering the most appropriate corporate structure for establishing
         operations in the United Kingdom and ensuring initial compliance with
         the local tax regulations.

         Apache believes that the allocation of fees as shown in Apache's 2005
         proxy was made in accordance with the guidance provided in the
         Commission's Release No. 33-

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Apache Corporation
December 14, 2005
page 6

         8183 and, therefore, the disclosures are in compliance with the
         requirements of Item 14 of Form 10-K. In addition, our Proxy disclosure
         was consistent with our auditor's presentation of their fees to our
         Audit Committee.

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