Filed Pursuant to Rule 433
Registration No. 333-105536
January 23, 2007
  Apache Corporation
Expected Ratings:
  A3(Moody’s); A- (S&P); A (Fitch) None of these securities
  ratings is a recommendation to buy, sell or hold these securities.
  Each rating may be subject to revision or withdrawal at any time,
  and should be evaluated independently of any other rating.
Issue of Securities:
  5.625% Notes due 2017
Principal Amount:
Interest Payment Dates:
  Semi-annually on January 15 and July 15, commencing on July 15, 2007
  January 15, 2017
Treasury Benchmark:
  4.625% due November 15, 2016
U.S. Treasury Yield:
Spread to Treasury:
Re-offer Yield:
Initial Price to Public:
  Per Note: 99.904%; Total: $499,520,000
Optional Redemption:
  The notes will be redeemable, at the option of Apache Corporation,
  at any time, in whole or in part, at a redemption price equal to
  the greater of (i) 100% of the principal amount and (ii) the sum of
  the present values of the remaining scheduled payments of principal
  and interest thereon discounted, on a semi-annual basis, at the
  treasury yield plus 15 basis points, plus accrued interest to the
  date of redemption.
Make-Whole Premium:
  T + 15 basis points
Trade Date:
  January 23, 2007
Settlement Date:
  January 26, 2007
  $2,000 x $1,000
Joint Book-Runners:
  Banc of America Securities LLC
  J.P. Morgan Securities Inc.
  BMO Capital Markets Corp.
  BNP Paribas Securities Corp.
  Deutsche Bank Securities Inc.
  Greenwich Capital Markets, Inc.
  RBC Capital Markets Corporation
  Wachovia Capital Markets, LLC
     The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement for this offering and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322 or J.P. Morgan Securities Inc. collect at 212-834-4533.