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

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1. Name and Address of Reporting Person^*

Gryder Rodney A.

(Last)

(First)

(Middle)

C/O APACHE CORPORATION

2000 POST OAK BLVD., SUITE 100

(Street)

HOUSTON

77056-4400

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2010

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, Audit

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⁾	4,435	D
Common Stock⁽¹⁾	1,331.898	I	Held by trustee of 401(k) 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)
Restricted Stock / Units⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽¹⁾	3,153	$0⁽³⁾	D
Option (Buy $56.73)⁽²⁾	05/05/2009	05/05/2015	Common Stock⁽¹⁾	3,100	$56.73	D
Conditional Grant / ($108 Threshold)⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	740	$0⁽⁵⁾	D
Option (Buy $71.88)⁽²⁾	05/03/2010	05/03/2016	Common Stock⁽¹⁾	2,490	$71.88	D
Option (Buy $74.10)⁽²⁾	⁽⁷⁾	05/02/2017	Common Stock⁽¹⁾	2,700	$74.1	D
Conditional Grant / ($162 Threshold)	⁽⁸⁾	12/31/2010	Common Stock⁽¹⁾	1,240	$0⁽⁸⁾	D
Conditional Grant / ($216 Theshold)	⁽⁹⁾	12/31/2012	Common Stock⁽¹⁾	1,860	$0⁽⁹⁾	D
Option (Buy $82.55)⁽²⁾	⁽¹⁰⁾	05/06/2019	Common Stock⁽¹⁾	1,290	$82.55	D
Option (Buy $99.30)⁽²⁾	⁽¹¹⁾	05/05/2020	Common Stock⁽¹⁾	2,762	$99.3	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. One share of Apache common stock for each restricted stock unit.

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

5. 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.

6. $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.

7. Exercisable ratably over four years, beginning 05/02/2008.

8. 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.

9. 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.

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

11. Stock option granted 05/05/2010 under employer plan - data received from the plan administrator on 05/07/2010. Exercisable ratably over four years beginning 05/05/2011.

	Rodney A. Gryder	11/23/2010
	** 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.
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