Form 4 PRICE FLOYD R For: Oct 31 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

1. Name and Address of Reporting Person^*

PRICE FLOYD R

(Last)

(First)

(Middle)

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

(Street)

HOUSTON

77056-4400

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
Retired Executive / Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2009

4. If Amendment, Date of 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

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

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⁾

10/31/2009

2,780

⁽³⁾

Common Stock ⁽⁴⁾

2,780

$ 94.12

Conditional Grant ($162 Threshold)

$ 0 ⁽⁵⁾

10/31/2009

2,380

⁽⁶⁾

12/31/2010

Common Stock ⁽⁴⁾

2,380

$ 0

Conditional Grant ($216 Theshold)

$ 0 ⁽⁷⁾

10/31/2009

3,570

⁽⁶⁾

12/31/2012

Common Stock ⁽⁴⁾

3,570

$ 0

Conditional Grant ($81.00 Threshold) ⁽¹⁾

$ 0 ⁽⁸⁾

10/31/2009

925

⁽³⁾

Common Stock ⁽⁴⁾

925

$ 94.12

Option (Buy $71.88) ⁽¹⁾

$ 71.88

10/31/2009

1,150

⁽⁶⁾

05/03/2016

Common Stock ⁽⁴⁾

1,150

$ 0

3,450

Option (Buy $82.55) ⁽¹⁾

$ 82.55

10/31/2009

6,200

⁽⁶⁾

05/06/2019

Common Stock ⁽⁴⁾

6,200

$ 0

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁹⁾

10/31/2009

H⁽⁶⁾

12,300

⁽¹⁰⁾

Common Stock ⁽⁴⁾

12,300

$ 0

Explanation of Responses:

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. Disposition to the issuer for value in a non-exempt transaction.

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 by 12/31/2010. If threshold is attained, will be paid over five vesting dates: within 30 days after the date on which the price threshold is attained, and the dates 12 months, 24 months, 36 months, and 48 months following such date of attainment.

6. Upon retirement, forfeited for no value - exempt pursuant to Rule 16(b) - 6(d).

7. Payable if Apache common stock attains the per share price threshold by 12/31/2012. If threshold is attained, will be paid over five vesting dates: within 30 days after the date on which the price threshold is attained, and the dates 12 months, 24 months, 36 months, and 48 months following such date of attainment.

8. 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.

9. One share of Apache common stock for each restricted stock unit.

10. Restricted stock units granted under employer plan. The units vest ratably over four years beginning one year from the date of grant.

	Cheri L. Peper, Attorney-in-Fact	11/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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