Edgar Filing: APACHE CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MITCHELL THOMAS L

2. Issuer Name and Ticker or Trading Symbol
APACHE CORP [APA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former Officer

(Last)

(First)

(Middle)

ONE POST OAK CENTRAL, 2000 POST OAK BOULEVARD, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2006

(Street)

HOUSTON, TX 77056-4400

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Conditional Grant ($108 Threshold) ⁽¹⁾

$ 0 ⁽²⁾

11/03/2006

H⁽³⁾

4,540

⁽²⁾

Common Stock ⁽⁴⁾

4,540

$ 0

Conditional Grant ($81.00 Threshold) ⁽¹⁾

$ 0 ⁽⁵⁾

11/03/2006

H⁽³⁾

3,020

⁽⁵⁾

⁽²⁾

Common Stock ⁽⁴⁾

3,020

$ 0

Option (Buy $56.73) ⁽¹⁾

$ 56.73

11/03/2006

H⁽³⁾

3,225

⁽⁶⁾

02/03/2007

Common Stock ⁽⁴⁾

3,225

$ 0

1,075

Option (Buy $71.88) ⁽¹⁾

$ 71.88

11/03/2006

H⁽³⁾

3,800

⁽⁷⁾

05/03/2016

Common Stock ⁽⁴⁾

3,800

$ 0

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁸⁾

11/03/2006

945

⁽⁹⁾

Common Stock ⁽⁴⁾

945

$ 0

9,300

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁸⁾

11/03/2006

H⁽³⁾

900

⁽⁹⁾

Common Stock ⁽⁴⁾

900

$ 0

8,400

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁸⁾

11/03/2006

H⁽³⁾

1,300

⁽⁹⁾

Common Stock ⁽⁴⁾

1,300

$ 0

7,100

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁸⁾

11/03/2006

H⁽³⁾

3,300

⁽⁹⁾

Common Stock ⁽⁴⁾

3,300

$ 0

3,800

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁸⁾

11/03/2006

H⁽³⁾

3,800

⁽⁹⁾

Common Stock ⁽⁴⁾

3,800

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MITCHELL THOMAS L ONE POST OAK CENTRAL 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TX 77056-4400				Former Officer

Signatures

Cheri L. Peper, Attorney-in-Fact		11/06/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	With tandem tax withholding right
(2)	Payable if Apache common stock attains the per share price threshold prior to 01/01/2009. If threshold is attained, will be paid over four vesting dates: within 30 days after the date on which the price threshold is attained, and the dates 12 months, 24 months, and 36 months following such date of attainment.
(3)	Upon termination of employment, forfeited for no value - exempt pursuant to Rule 16(b)-6(d).
(4)	The shares of common stock of Apache are deemed to also represent certain preferred stock purchase rights ('Rights'). The Rights are not currently exercisable or separately tradable and presently are evidenced by certificates for shares of the common stock. Value attributable to such Rights, if any, is reflected in the market price of the common stock.
(5)	Payable if Apache common stock attains the per share price threshold prior by 01/01/2008. If threshold is attained, will be paid over four vesting dates: within 30 days after the date on which the price threshold is attained, and the dates 12 months, 24 months, and 36 months following such date of attainment.
(6)	Exerciseable ratably over four years, beginning 05/05/06.
(7)	Stock option granted 05/03/2006 under employer plan - data received from the plan administrator on 05/05/2006. Exercisable ratably over four years beginning 05/03/2007.
(8)	One share of Apache common stock for each restricted stock unit.
(9)	Restricted stock units granted under employer plan - units vest ratably over four years beginning one year from date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.