SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Bedingfield John R.

(Last)

(First)

(Middle)

ONE POST OAK CENTRAL

2000 POST OAK BLVD, SUITE 100

(Street)

HOUSTON

77056-4400

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2009

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	2,102	D
Common Stock⁽¹⁾	8,729.626	I	Held by Trustee of 401(k) Plan
Common Stock⁽¹⁾	1,956.429	I	Held by Trustee of NQ Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Conditional Grant ($108 Threshold)⁽²⁾	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	1,625	$0.00⁽³⁾	D
Conditional Grant ($162 Threshold)	⁽⁴⁾	12/31/2010	Common Stock⁽¹⁾	1,460	$0.00⁽⁴⁾	D
Conditional Grant ($216 Theshold)	⁽⁵⁾	12/31/2012	Common Stock⁽¹⁾	2,190	$0.00⁽⁵⁾	D
Conditional Grant ($81.00 Threshold)⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	543	$0.00⁽⁶⁾	D
Option (Buy $56.73)⁽²⁾	⁽⁷⁾	05/05/2015	Common Stock⁽¹⁾	3,400	$56.73	D
Option (Buy $71.88)⁽²⁾	⁽⁸⁾	05/03/2016	Common Stock⁽¹⁾	2,950	$71.88	D
Option (Buy $74.10)⁽²⁾	⁽⁹⁾	05/02/2017	Common Stock⁽¹⁾	3,300	$74.1	D
Option (Buy $82.55)⁽²⁾	⁽¹⁰⁾	05/06/2019	Common Stock⁽¹⁾	3,200	$82.55	D
Option- Buy $21.2663⁽²⁾	⁽¹¹⁾	05/03/2010	Common Stock⁽¹⁾	3,696	$21.2663	D
Option- Buy $25.1083⁽²⁾	⁽¹²⁾	05/02/2011	Common Stock⁽¹⁾	4,620	$25.1083	D
Option- Buy $28.0476⁽²⁾	⁽¹³⁾	05/01/2012	Common Stock⁽¹⁾	6,090	$28.0476	D
Restricted Stock Units⁽²⁾	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock⁽¹⁾	24,275	$0.00⁽¹⁴⁾	D
Stock Appreciation Rights - $28.7750⁽²⁾	⁽¹⁶⁾	05/01/2013	Common Stock⁽¹⁾	5,200	$28.775	D
Stock Appreciation Rights - $42.68⁽²⁾	⁽¹⁷⁾	05/06/2014	Common Stock⁽¹⁾	3,900	$42.68	D

Explanation of Responses:

1. 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.

2. With tandem tax withholding right

3. $108.00 price threshold attained on 02/29/2008 under the terms of 2005 Share Appreciation Plan. Grant vested or will vest one-fourth on each of 02/29/2008, 03/01/2009, 03/01/2010,and 03/01/2011, and vested portion distributed within 30 days of each such date.

4. 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.

5. 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.

6. $81.00 price threshold attained on 06/14/2007 under the terms of 2000 Share Appreciation Plan. Grant vests one-fourth on each of 06/14/2007, 06/14/2008, 06/14/2009,and 06/14/2010, and vested portion distributed within 30 days of each such date.

7. Exerciseable ratably over four years, beginning 05/05/06.

8. Exercisable ratably over four years beginning 05/03/2007.

9. Exercisable ratably over four years beginning 05/02/2008.

10. Exercisable ratably over four years beginning 05/06/2010.

11. Exercisable ratably over four years, beginning 05/03/2001.

12. Exercisable ratably over four years, beginning 05/02/2002

13. Exercisable ratably over four years, beginning 05/01/2003

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

15. Restricted stock units granted under employer plan. The units vest ratably over four or five years from the date of grant.

16. Exercisable ratably over four years, beginning 05/01/2004.

17. Exercisable ratably over four years, beginning 05/06/2005

	John R. Bedingfield	11/23/2009
	** 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 5 (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.