Edgar Filing: APACHE CORP

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

FORM 10-K/A

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003,
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-4300

APACHE CORPORATION
A DELAWARE CORPORATION IRS EMPLOYER NO. 41-0747868

ONE POST OAK CENTRAL
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
TELEPHONE NUMBER (713) 296-6000

Securities Registered Pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------

Common Stock, $0.625 par value New York Stock Exchange
Chicago Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Apache Finance Canada Corporation New York Stock Exchange
7.75% Notes Due 2029
Irrevocably and Unconditionally
Guaranteed by Apache Corporation

Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.625 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act). [X]

Aggregate market value of the voting and non-voting common
equity held by non-affiliates of registrant as of June 30,
2003...................................................... $10,526,544,439
Number of shares of registrant's common stock outstanding as
of February 29, 2004...................................... 325,035,928

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of registrant's proxy statement relating to registrant's 2004
annual meeting of stockholders have been incorporated by reference into Part III
hereof.

EXPLANATORY NOTE

Amendment No. 1 to Apache Corporation's Form 10-K for the year ended December
31, 2003 is being filed to include three exhibits that were inadvertently
omitted from the original 10-K filing submitted on March 12, 2003. Included in
this filing is Part IV, the signature page, and the Exhibit Index. There have
been no changes to the balance of the Form 10-K from the original filing.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Documents included in this report:

1. Financial Statements

Report of management........................................ F-1
Report of Independent Auditors.............................. F-2
Report of independent public accountants.................... F-3
Statement of consolidated operations for each of the three
years in the period ended December 31, 2003............... F-4
Statement of consolidated cash flows for each of the three
years in the period ended December 31, 2003............... F-5
Consolidated balance sheet as of December 31, 2003 and
2002...................................................... F-6
Statement of consolidated shareholders' equity for each of
the three years in the period ended December 31, 2003..... F-7
Notes to consolidated financial statements.................. F-8

2. Financial Statement Schedules

Financial statement schedules have been omitted because they are either
not required, not applicable or the information required to be presented
is included in the Company's financial statements and related notes.

3. Exhibits

EXHIBIT
NO. DESCRIPTION
------- -----------

4.3 -- Form of Certificate for Registrant's Automatically
Convertible Equity Securities, Conversion Preferred Stock,
Series C (incorporated by reference to Exhibit 99.8 to
Amendment No. 1 on Form 8-K/A to Registrant's Current Report
on Form 8-K, dated and filed April 29, 1999, SEC File No.
1-4300).
4.4 -- Rights Agreement, dated January 31, 1996, between Registrant
and Norwest Bank Minnesota, N.A., rights agent, relating to
the declaration of a rights dividend to Registrant's common
shareholders of record on January 31, 1996 (incorporated by
reference to Exhibit (a) to Registrant's Registration
Statement on Form 8-A, dated January 24, 1996, SEC File No.
1-4300).
10.1 -- Credit Agreement, dated June 12, 1997, among Registrant, the
lenders named therein, Morgan Guaranty Trust Company, as
Global Documentation Agent and U.S. Syndication Agent, The
First National Bank of Chicago, as U.S. Documentation Agent,
NationsBank of Texas, N.A., as Co-Agent, Union Bank of
Switzerland, Houston Agency, as Co-Agent, and The Chase
Manhattan Bank, as Global Administrative Agent (incorporated
by reference to Exhibit 10.1 to Registrant's Current Report
on Form 8-K, dated June 13, 1997, filed June 25, 1997, SEC
File No. 1-4300).
10.2 -- Form of Credit Agreement, dated as of June 3, 2002, among
Registrant, the Lenders named therein, JPMorgan Chase Bank,
as Global Administrative Agent, Bank of America, N.A., as
Global Syndication Agent, Citibank, N.A., as Global
Documentation Agent, Bank of America, N.A. and Wachovia
Bank, National Association, as U.S. Co-Syndication Agents,
and Citibank, N.A. and Union Bank of California, N.A., as
U.S. Co-Documentation Agents (excluding exhibits and
schedules) (incorporated by reference to Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002, SEC File No. 1-4300).
10.3 -- Form of 364-Day Credit Agreement, dated as of June 3, 2002,
among Registrant, the Lenders named therein, JPMorgan Chase
Bank, as Global Administrative Agent, Bank of America, N.A.,
as Global Syndication Agent, Citibank, N.A., as Global
Documentation Agent, Bank of America, N.A. and BNP Paribas,
as 364-Day Co-Syndication Agents, and Deutsche Bank AG, New
York Branch, and Societe Generale, as 364-Day
Co-Documentation Agents (excluding exhibits and schedules)
(incorporated by reference to Exhibit 10.3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, SEC File No. 1-4300).
10.4 -- Credit Agreement, dated June 12, 1997, among Apache Canada
Ltd., a wholly-owned subsidiary of the Registrant, the
Lenders named therein, Morgan Guaranty Trust Company, as
Global Documentation Agent, Royal Bank of Canada, as
Canadian Documentation Agent, The Chase Manhattan Bank of
Canada, as Canadian Syndication Agent, Bank of Montreal, as
Canadian Administrative Agent, and The Chase Manhattan Bank,
as Global Administrative Agent (incorporated by reference to
Exhibit 10.2 to Registrant's Current Report on Form 8-K,
dated June 13, 1997, filed June 25, 1997, SEC File No.
1-4300).
10.5 -- Form of Credit Agreement, dated as of June 3, 2002, among
Apache Canada Ltd, a wholly-owned subsidiary of Registrant,
the Lenders named therein, JPMorgan Chase Bank, as Global
Administrative Agent, Bank of America, N.A., as Global
Syndication Agent, Citibank, N.A., as Global Documentation
Agent, Royal Bank of Canada, as Canadian Administrative
Agent, The Bank of Nova Scotia and The Toronto-Dominion
Bank, as Canadian Co-Syndication Agents, and BNP Paribas
(Canada) and Bayerische Landesbank Girozentrale, as Canadian
Co-Documentation Agents (excluding exhibits and schedules)
(incorporated by reference to Exhibit 10.4 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, SEC File No. 1-4300).

EXHIBIT
NO. DESCRIPTION
------- -----------

10.6 -- Credit Agreement, dated June 12, 1997, among Apache Energy
Limited and Apache Oil Australia Pty Limited, wholly-owned
subsidiaries of the Registrant, the Lenders named therein,
Morgan Guaranty Trust Company, as Global Documentation
Agent, Bank of America National Trust and Savings
Association, Sydney Branch, as Australian Documentation
Agent, The Chase Manhattan Bank, as Australian Syndication
Agent, Citisecurities Limited, as Australian Administrative
Agent, and The Chase Manhattan Bank, as Global
Administrative Agent (incorporated by reference to Exhibit
10.3 to Registrant's Current Report on Form 8-K, dated June
13, 1997, filed June 25, 1997, SEC File No. 1-4300).
10.7 -- Form of Credit Agreement, dated as of June 3, 2002, among
Apache Energy Limited, a wholly-owned subsidiary of
Registrant, the Lenders named therein, JPMorgan Chase Bank,
as Global Administrative Agent, Bank of America, N.A., as
Global Syndication Agent, Citibank, N.A., as Global
Documentation Agent, Citisecurities Limited, as Australian
Administrative Agent, Bank of America, N.A., Sydney Branch,
and Deutsche Bank AG, Sydney Branch, as Australian
Co-Syndication Agents, and Royal Bank of Canada and Bank
One, NA, Australia Branch, as Australian Co-Documentation
Agents (excluding exhibits and schedules) (incorporated by
reference to Exhibit 10.5 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2002, SEC File
No. 1-4300).
10.8 -- Concession Agreement for Petroleum Exploration and
Exploitation in the Khalda Area in Western Desert of Egypt
by and among Arab Republic of Egypt, the Egyptian General
Petroleum Corporation and Phoenix Resources Company of
Egypt, dated April 6, 1981 (incorporated by reference to
Exhibit 19(g) to Phoenix's Annual Report on Form 10-K for
year ended December 31, 1984, SEC File No. 1-547).
10.9 -- Amendment, dated July 10, 1989, to Concession Agreement for
Petroleum Exploration and Exploitation in the Khalda Area in
Western Desert of Egypt by and among Arab Republic of Egypt,
the Egyptian General Petroleum Corporation and Phoenix
Resources Company of Egypt incorporated by reference to
Exhibit 10(d)(4) to Phoenix's Quarterly Report on Form 10-Q
for quarter ended June 30, 1989, SEC File No. 1-547).
10.10 -- Farmout Agreement, dated September 13, 1985 and relating to
the Khalda Area Concession, by and between Phoenix Resources
Company of Egypt and Conoco Khalda Inc. (incorporated by
reference to Exhibit 10.1 to Phoenix's Registration
Statement on Form S-1, Registration No. 33-1069, filed
October 23, 1985).
10.11 -- Amendment, dated March 30, 1989, to Farmout Agreement
relating to the Khalda Area Concession, by and between
Phoenix Resources Company of Egypt and Conoco Khalda Inc.
(incorporated by reference to Exhibit 10(d)(5) to Phoenix's
Quarterly Report on Form 10-Q for quarter ended June 30,
1989, SEC File No. 1-547).
10.12 -- Amendment, dated May 21, 1995, to Concession Agreement for
Petroleum Exploration and Exploitation in the Khalda Area in
Western Desert of Egypt between Arab Republic of Egypt, the
Egyptian General Petroleum Corporation, Repsol Exploracion
Egipto S.A., Phoenix Resources Company of Egypt and Samsung
Corporation (incorporated by reference to Exhibit 10.12 to
Registrant's Annual Report on Form 10-K for year ended
December 31, 1997, SEC File No. 1-4300).
10.13 -- Concession Agreement for Petroleum Exploration and
Exploitation in the Qarun Area in Western Desert of Egypt,
between Arab Republic of Egypt, the Egyptian General
Petroleum Corporation, Phoenix Resources Company of Qarun
and Apache Oil Egypt, Inc., dated May 17, 1993 (incorporated
by reference to Exhibit 10(b) to Phoenix's Annual Report on
Form 10-K for year ended December 31, 1993, SEC File No.
1-547).

EXHIBIT
NO. DESCRIPTION
------- -----------

10.14 -- Agreement for Amending the Gas Pricing Provisions under the
Concession Agreement for Petroleum Exploration and
Exploitation in the Qarun Area, effective June 16, 1994
(incorporated by reference to Exhibit 10.18 to Registrant's
Annual Report on Form 10-K for year ended December 31, 1996,
SEC File No. 1-4300).
+10.15 -- Apache Corporation Corporate Incentive Compensation Plan A
(Senior Officers' Plan), dated July 16, 1998 (incorporated
by reference to Exhibit 10.13 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1998, SEC File No.
1-4300).
+10.16 -- Apache Corporation Corporate Incentive Compensation Plan B
(Strategic Objectives Format), dated July 16, 1998
(incorporated by reference to Exhibit 10.14 to Registrant's
Annual Report on Form 10-K for year ended December 31, 1998,
SEC File No. 1-4300).
+10.17 -- Apache Corporation 401(k) Savings Plan, dated August 1, 2002
(incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, SEC File No. 1-4300).
+10.18 -- Amendment to Apache Corporation 401(k) Savings Plan, dated
January 27, 2003, effective January 1, 2003 (incorporated by
reference to Exhibit 10.18 to Registrant's Annual Report on
Form 10-K, as amended by Form 10-K/A, for year ended
December 31, 2002, SEC File No. 1-4300).
+10.19 -- Apache Corporation Money Purchase Retirement Plan, dated
August 1, 2002 (incorporated by reference to Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, SEC File No. 1-4300).
+10.20 -- Amendment to Apache Corporation Money Purchase Retirement
Plan, dated January 27, 2003, effective January 1, 2003
(incorporated by reference to Exhibit 10.20 to Registrant's
Annual Report on Form 10-K for year ended December 31, 2002,
SEC File No. 1-4300).
+10.21 -- Non-Qualified Retirement/Savings Plan of Apache Corporation,
restated January 1, 1997, and amendments effective January
1, 1997, January 1, 1998 and January 1, 1999 (incorporated
by reference to Exhibit 10.17 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1998, SEC File No.
1-4300).
+10.22 -- Amendment to Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated February 22, 2000, effective January 1,
1999 (incorporated by reference to Exhibit 4.7 to
Registrant's Registration Statement on Form S-8,
Registration No. 333-31092, filed February 25, 2000); and
Amendment dated July 27, 2000 (incorporated by reference to
Exhibit 4.8 to Amendment No. 1 to Registrant's Registration
Statement on Form S-8, Registration No. 333-31092, filed
August 18, 2000).
+10.23 -- Amendment to Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated August 3, 2001, effective September 1,
2000 and July 1, 2001 (incorporated by reference to Exhibit
10.13 to Registrant's Quarterly Report on Form 10-Q, as
amended by Form 10-Q/A, for the quarter ended June 30, 2001,
SEC File No. 1-4300).
+*10.24 -- Amendment to Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated December 18, 2003, effective January 1,
2004.
+10.25 -- Apache Corporation 1990 Stock Incentive Plan, as amended and
restated September 13, 2001 (incorporated by reference to
Exhibit 10.01 to Registrant's Quarterly Report on Form 10-Q,
as amended by Form 10-Q/A, for the quarter ended September
30, 2001, SEC File No. 1-4300).
+10.26 -- Apache Corporation 1995 Stock Option Plan, as amended and
restated September 13, 2001 (incorporated by reference to
Exhibit 10.02 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, as amended by Form
10-Q/A, SEC File No. 1-4300).
+*10.27 -- Apache Corporation 2000 Share Appreciation Plan, as amended
and restated February 5, 2004.

EXHIBIT
NO. DESCRIPTION
------- -----------

+10.28 -- Apache Corporation 1996 Performance Stock Option Plan, as
amended and restated September 13, 2001 (incorporated by
reference to Exhibit 10.03 to Registrant's Quarterly Report
on Form 10-Q, as amended by Form 10-Q/A, for the quarter
ended September 30, 2001, SEC File No. 1-4300).
+10.29 -- Apache Corporation 1998 Stock Option Plan, as amended and
restated September 13, 2001 (incorporated by reference to
Exhibit 10.04 to Registrant's Quarterly Report on Form 10-Q,
as amended by Form 10-Q/A, for the quarter ended September
30, 2001, SEC File No. 1-4300).
+10.30 -- Apache Corporation 2000 Stock Option Plan, as amended and
restated March 5, 2003 (incorporated by reference to Exhibit
4.5 to Registrant's Registration Statement on Form S-8,
Registration No. 333-103758, filed March 12, 2003).
+*10.31 -- Apache Corporation 2003 Stock Appreciation Rights Plan,
dated and effective May 1, 2003.
+10.32 -- 1990 Employee Stock Option Plan of The Phoenix Resource
Companies, Inc., as amended through September 29, 1995,
effective April 9, 1990 (incorporated by reference to
Exhibit 10.33 to Registrant's Annual Report on Form 10-K for
year ended December 31, 1996, SEC File No. 1-4300).
+10.33 -- Apache Corporation Income Continuance Plan, as amended and
restated May 3, 2001 (incorporated by reference to Exhibit
10.30 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001, SEC File No. 1-4300).
+10.34 -- Apache Corporation Deferred Delivery Plan, as amended and
restated December 18, 2002, effective May 2, 2002
(incorporated by reference to Exhibit 4.5 to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on
Form S-8, Registration No. 333-31092, filed March 11, 2003).
+10.35 -- Apache Corporation Executive Restricted Stock Plan, as
amended and restated December 18, 2002, effective May 2,
2002 (incorporated by reference to Exhibit 4.5 to Post
Effective Amendment No. 1 to Registrant's Registration
Statement on Form S-8, Registration No. 333-97403, filed
December 30, 2002).
+10.36 -- Apache Corporation Non-Employee Directors' Compensation
Plan, as amended and restated May 1, 2003, effective July 1,
2003 (incorporated by reference to Exhibit 10.1 to
Registrant's Quarterly Report on Form 10-Q, as amended by
Form 10-Q/A, for the quarter ended June 30, 2003, SEC File
No. 1-4300).
+10.37 -- Apache Corporation Outside Directors' Retirement Plan, as
amended and restated May 3, 2001 (incorporated by reference
to Exhibit 10.08 to Registrant's Quarterly Report on Form
10-Q, as amended by Form 10-Q/A, for the quarter ended June
30, 2001, SEC File No. 1-4300).
**+10.38 -- Apache Corporation Equity Compensation Plan for Non-Employee
Directors, as amended and restated February 5, 2004.
+10.39 -- Amended and Restated Employment Agreement, dated December 5,
1990, between Registrant and Raymond Plank (incorporated by
reference to Exhibit 10.39 to Registrant's Annual Report on
Form 10-K for year ended December 31, 1996, SEC File No.
1-4300).
+10.40 -- First Amendment, dated April 4, 1996, to Restated Employment
Agreement between Registrant and Raymond Plank (incorporated
by reference to Exhibit 10.40 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1996, SEC File No.
1-4300).
+10.41 -- Amended and Restated Employment Agreement, dated December
20, 1990, between Registrant and John A. Kocur (incorporated
by reference to Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1990, SEC File No.
1-4300).

EXHIBIT
NO. DESCRIPTION
------- -----------

+10.42 -- Employment Agreement, dated June 6, 1988, between Registrant
and G. Steven Farris (incorporated by reference to Exhibit
10.6 to Registrant's Annual Report on Form 10-K for year
ended December 31, 1989, SEC File No. 1-4300).
+10.43 -- Amended and Restated Conditional Stock Grant Agreement,
dated June 6, 2001, between Registrant and G. Steven Farris
(incorporated by reference to Exhibit 10.10 to Registrant's
Quarterly Report on Form 10-Q, as amended by Form 10-Q/A,
for the quarter ended June 30, 2001, SEC File No. 1-4300).
10.44 -- Amended and Restated Gas Purchase Agreement, effective July
1, 1998, by and among Registrant and MW Petroleum
Corporation, as seller, and Producers Energy Marketing, LLC,
as buyer (incorporated by reference to Exhibit 10.1 to
Registrant's Current Report on Form 8-K, dated June 18,
1998, filed June 23, 1998, SEC File No. 1-4300).
10.45 -- Deed of Guaranty and Indemnity, dated January 11, 2003, made
by Registrant in favor of BP Exploration Operating Company
Limited (incorporated by reference to Registrant's Current
Report on Form 8-K, dated and filed January 13, 2003, SEC
File No. 1-4300).
**12.1 -- Statement of Computation of Ratios of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred Stock
Dividends
**14.1 -- Code of Business Conduct
**21.1 -- Subsidiaries of Registrant
**23.1 -- Consent of Ernst & Young LLP
**23.2 -- Consent of Ryder Scott Company L.P., Petroleum Consultants
**24.1 -- Power of Attorney (included as a part of the signature pages
to this report)
**31.1 -- Certification of Chief Executive Officer
**31.2 -- Certification of Chief Financial Officer
**32.1 -- Certification of Chief Executive Officer and Chief Financial
Officer

---------------
* Filed herewith.

** Previously filed

+ Management contracts or compensatory plans or arrangements required to be
filed herewith pursuant to Item 15 hereof.

NOTE: Debt instruments of the Registrant defining the rights of long-term
debt holders in principal amounts not exceeding 10 percent of the
Registrant's consolidated assets have been omitted and will be provided to
the Commission upon request.

(b) Reports filed on Form 8-K

The following current reports on Form 8-K were filed by the Company during
the fiscal quarter ended December 31, 2003:

Item 5 -- Other Events -- dated December 18, 2003, filed December 22, 2003

On December 18, 2003, Apache announced that (i) the holders of its common
stock approved a proposal to increase the number of authorized common shares
to 430 million from 215 million in order to complete the previously announced
two-for-one stock split and (ii) the record date for the stock split was
December 31, 2003, with the additional shares distributed January 14, 2004.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

APACHE CORPORATION

/s/ G. STEVEN FARRIS*

--------------------------------------
G. Steven Farris
President, Chief Executive Officer and
Chief Operating Officer

Dated: March 15, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

/s/ G. STEVEN FARRIS* Director, President, Chief March 15, 2004
------------------------------------------------------ Executive Officer and Chief
G. Steven Farris Operating Officer (Principal
Executive Officer)

/s/ ROGER B. PLANK* Executive Vice President and March 15, 2004
------------------------------------------------------ Chief Financial Officer
Roger B. Plank (Principal Financial Officer)

/s/ THOMAS L. MITCHELL* Vice President and Controller March 15, 2004
------------------------------------------------------ (Principal Accounting
Thomas L. Mitchell Officer)

/s/ RAYMOND PLANK* Chairman of the Board March 15, 2004
------------------------------------------------------
Raymond Plank

/s/ FREDERICK M. BOHEN* Director March 15, 2004
------------------------------------------------------
Frederick M. Bohen

/s/ RANDOLPH M. FERLIC* Director March 15, 2004
------------------------------------------------------
Randolph M. Ferlic

/s/ EUGENE C. FIEDOREK* Director March 15, 2004
------------------------------------------------------
Eugene C. Fiedorek

/s/ A. D. FRAZIER, JR.* Director March 15, 2004
------------------------------------------------------
A. D. Frazier, Jr.

NAME TITLE DATE
---- ----- ----

/s/ PATRICIA ALBJERG GRAHAM* Director March 15, 2004
------------------------------------------------------
Patricia Albjerg Graham

/s/ JOHN A. KOCUR* Director March 15, 2004
------------------------------------------------------
John A. Kocur

/s/ GEORGE D. LAWRENCE* Director March 15, 2004
------------------------------------------------------
George D. Lawrence

/s/ F. H. MERELLI* Director March 15, 2004
------------------------------------------------------
F. H. Merelli

/s/ RODMAN D. PATTON* Director March 15, 2004
------------------------------------------------------
Rodman D. Patton

/s/ CHARLES J. PITMAN* Director March 15, 2004
------------------------------------------------------
Charles J. Pitman

/s/ JAY A. PRECOURT* Director March 15, 2004
------------------------------------------------------
Jay A. Precourt

*By:/s/ P. ANTHONY LANNIE March 15, 2004
-------------------------------------------------
P. Anthony Lannie
Attorney-in-Fact

INDEX TO EXHIBITS

EXHIBIT
NO. DESCRIPTION
------- -----------

2.1 -- Agreement and Plan of Merger among Registrant, YPY
Acquisitions, Inc. and The Phoenix Resource Companies, Inc.,
dated March 27, 1996 (incorporated by reference to Exhibit
2.1 to Registrant's Registration Statement on Form S-4,
Registration No. 333-02305, filed April 5, 1996).
2.2 -- Purchase and Sale Agreement by and between BP Exploration &
Production Inc., as seller, and Registrant, as buyer, dated
January 11, 2003 (incorporated by reference to Exhibit 2.1
to Registrant's Current Report on Form 8-K, dated and filed
January 13, 2003, SEC File No. 1-4300).
2.3 -- Sale and Purchase Agreement by and between BP Exploration
Operating Company Limited, as seller, and Apache North Sea
Limited, as buyer, dated January 11, 2003 (incorporated by
reference to Exhibit 2.2 to Registrant's Current Report on
Form 8-K, dated and filed January 13, 2003, SEC File No.
1-4300).
**3.1 -- Restated Certificate of Incorporation of Registrant, dated
February 11, 2004, as filed with the Secretary of State of
Delaware on February 12, 2004.
**3.2 -- Bylaws of Registrant, as amended February 5, 2004.
4.1 -- Form of Certificate for Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 to Registrant's
Annual Report on Form 10-K for year ended December 31, 1995,
SEC File No. 1-4300).
4.2 -- Form of Certificate for Registrant's 5.68% Cumulative
Preferred Stock, Series B (incorporated by reference to
Exhibit 4.2 to Amendment No. 2 on Form 8-K/A to Registrant's
Current Report on Form 8-K, dated and filed April 18, 1998,
SEC File No. 1-4300).
4.3 -- Form of Certificate for Registrant's Automatically
Convertible Equity Securities, Conversion Preferred Stock,
Series C (incorporated by reference to Exhibit 99.8 to
Amendment No. 1 on Form 8-K/A to Registrant's Current Report
on Form 8-K, dated and filed April 29, 1999, SEC File No.
1-4300).
4.4 -- Rights Agreement, dated January 31, 1996, between Registrant
and Norwest Bank Minnesota, N.A., rights agent, relating to
the declaration of a rights dividend to Registrant's common
shareholders of record on January 31, 1996 (incorporated by
reference to Exhibit (a) to Registrant's Registration
Statement on Form 8-A, dated January 24, 1996, SEC File No.
1-4300).
10.1 -- Credit Agreement, dated June 12, 1997, among Registrant, the
lenders named therein, Morgan Guaranty Trust Company, as
Global Documentation Agent and U.S. Syndication Agent, The
First National Bank of Chicago, as U.S. Documentation Agent,
NationsBank of Texas, N.A., as Co-Agent, Union Bank of
Switzerland, Houston Agency, as Co-Agent, and The Chase
Manhattan Bank, as Global Administrative Agent (incorporated
by reference to Exhibit 10.1 to Registrant's Current Report
on Form 8-K, dated June 13, 1997, filed June 25, 1997, SEC
File No. 1-4300).
10.2 -- Form of Credit Agreement, dated as of June 3, 2002, among
Registrant, the Lenders named therein, JPMorgan Chase Bank,
as Global Administrative Agent, Bank of America, N.A., as
Global Syndication Agent, Citibank, N.A., as Global
Documentation Agent, Bank of America, N.A. and Wachovia
Bank, National Association, as U.S. Co-Syndication Agents,
and Citibank, N.A. and Union Bank of California, N.A., as
U.S. Co-Documentation Agents (excluding exhibits and
schedules) (incorporated by reference to Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002, SEC File No. 1-4300).

EXHIBIT
NO. DESCRIPTION
------- -----------

10.3 -- Form of 364-Day Credit Agreement, dated as of June 3, 2002,
among Registrant, the Lenders named therein, JPMorgan Chase
Bank, as Global Administrative Agent, Bank of America, N.A.,
as Global Syndication Agent, Citibank, N.A., as Global
Documentation Agent, Bank of America, N.A. and BNP Paribas,
as 364-Day Co-Syndication Agents, and Deutsche Bank AG, New
York Branch, and Societe Generale, as 364-Day
Co-Documentation Agents (excluding exhibits and schedules)
(incorporated by reference to Exhibit 10.3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, SEC File No. 1-4300).
10.4 -- Credit Agreement, dated June 12, 1997, among Apache Canada
Ltd., a wholly-owned subsidiary of the Registrant, the
Lenders named therein, Morgan Guaranty Trust Company, as
Global Documentation Agent, Royal Bank of Canada, as
Canadian Documentation Agent, The Chase Manhattan Bank of
Canada, as Canadian Syndication Agent, Bank of Montreal, as
Canadian Administrative Agent, and The Chase Manhattan Bank,
as Global Administrative Agent (incorporated by reference to
Exhibit 10.2 to Registrant's Current Report on Form 8-K,
dated June 13, 1997, filed June 25, 1997, SEC File No.
1-4300).
10.5 -- Form of Credit Agreement, dated as of June 3, 2002, among
Apache Canada Ltd, a wholly-owned subsidiary of Registrant,
the Lenders named therein, JPMorgan Chase Bank, as Global
Administrative Agent, Bank of America, N.A., as Global
Syndication Agent, Citibank, N.A., as Global Documentation
Agent, Royal Bank of Canada, as Canadian Administrative
Agent, The Bank of Nova Scotia and The Toronto-Dominion
Bank, as Canadian Co-Syndication Agents, and BNP Paribas
(Canada) and Bayerische Landesbank Girozentrale, as Canadian
Co-Documentation Agents (excluding exhibits and schedules)
(incorporated by reference to Exhibit 10.4 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, SEC File No. 1-4300).
10.6 -- Credit Agreement, dated June 12, 1997, among Apache Energy
Limited and Apache Oil Australia Pty Limited, wholly-owned
subsidiaries of the Registrant, the Lenders named therein,
Morgan Guaranty Trust Company, as Global Documentation
Agent, Bank of America National Trust and Savings
Association, Sydney Branch, as Australian Documentation
Agent, The Chase Manhattan Bank, as Australian Syndication
Agent, Citisecurities Limited, as Australian Administrative
Agent, and The Chase Manhattan Bank, as Global
Administrative Agent (incorporated by reference to Exhibit
10.3 to Registrant's Current Report on Form 8-K, dated June
13, 1997, filed June 25, 1997, SEC File No. 1-4300).
10.7 -- Form of Credit Agreement, dated as of June 3, 2002, among
Apache Energy Limited, a wholly-owned subsidiary of
Registrant, the Lenders named therein, JPMorgan Chase Bank,
as Global Administrative Agent, Bank of America, N.A., as
Global Syndication Agent, Citibank, N.A., as Global
Documentation Agent, Citisecurities Limited, as Australian
Administrative Agent, Bank of America, N.A., Sydney Branch,
and Deutsche Bank AG, Sydney Branch, as Australian Co-
Syndication Agents, and Royal Bank of Canada and Bank One,
NA, Australia Branch, as Australian Co-Documentation Agents
(excluding exhibits and schedules) (incorporated by
reference to Exhibit 10.5 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2002, SEC File
No. 1-4300).
10.8 -- Concession Agreement for Petroleum Exploration and
Exploitation in the Khalda Area in Western Desert of Egypt
by and among Arab Republic of Egypt, the Egyptian General
Petroleum Corporation and Phoenix Resources Company of
Egypt, dated April 6, 1981 (incorporated by reference to
Exhibit 19(g) to Phoenix's Annual Report on Form 10-K for
year ended December 31, 1984, SEC File No. 1-547).
10.9 -- Amendment, dated July 10, 1989, to Concession Agreement for
Petroleum Exploration and Exploitation in the Khalda Area in
Western Desert of Egypt by and among Arab Republic of Egypt,
the Egyptian General Petroleum Corporation and Phoenix
Resources Company of Egypt incorporated by reference to
Exhibit 10(d)(4) to Phoenix's Quarterly Report on Form 10-Q
for quarter ended June 30, 1989, SEC File No. 1-547).

EXHIBIT
NO. DESCRIPTION
------- -----------

10.10 -- Farmout Agreement, dated September 13, 1985 and relating to
the Khalda Area Concession, by and between Phoenix Resources
Company of Egypt and Conoco Khalda Inc. (incorporated by
reference to Exhibit 10.1 to Phoenix's Registration
Statement on Form S-1, Registration No. 33-1069, filed
October 23, 1985).
10.11 -- Amendment, dated March 30, 1989, to Farmout Agreement
relating to the Khalda Area Concession, by and between
Phoenix Resources Company of Egypt and Conoco Khalda Inc.
(incorporated by reference to Exhibit 10(d)(5) to Phoenix's
Quarterly Report on Form 10-Q for quarter ended June 30,
1989, SEC File No. 1-547).
10.12 -- Amendment, dated May 21, 1995, to Concession Agreement for
Petroleum Exploration and Exploitation in the Khalda Area in
Western Desert of Egypt between Arab Republic of Egypt, the
Egyptian General Petroleum Corporation, Repsol Exploracion
Egipto S.A., Phoenix Resources Company of Egypt and Samsung
Corporation (incorporated by reference to exhibit 10.12 to
Registrant's Annual Report on Form 10-K for year ended
December 31, 1997, SEC File No. 1-4300).
10.13 -- Concession Agreement for Petroleum Exploration and
Exploitation in the Qarun Area in Western Desert of Egypt,
between Arab Republic of Egypt, the Egyptian General
Petroleum Corporation, Phoenix Resources Company of Qarun
and Apache Oil Egypt, Inc., dated May 17, 1993 (incorporated
by reference to Exhibit 10(b) to Phoenix's Annual Report on
Form 10-K for year ended December 31, 1993, SEC File No.
1-547).
10.14 -- Agreement for Amending the Gas Pricing Provisions under the
Concession Agreement for Petroleum Exploration and
Exploitation in the Qarun Area, effective June 16, 1994
(incorporated by reference to Exhibit 10.18 to Registrant's
Annual Report on Form 10-K for year ended December 31, 1996,
SEC File No. 1-4300).
+10.15 -- Apache Corporation Corporate Incentive Compensation Plan A
(Senior Officers' Plan), dated July 16, 1998 (incorporated
by reference to Exhibit 10.13 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1998, SEC File No.
1-4300).
+10.16 -- Apache Corporation Corporate Incentive Compensation Plan B
(Strategic Objectives Format), dated July 16, 1998
(incorporated by reference to Exhibit 10.14 to Registrant's
Annual Report on Form 10-K for year ended December 31, 1998,
SEC File No. 1-4300).
+10.17 -- Apache Corporation 401(k) Savings Plan, dated August 1, 2002
(incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, SEC File No. 1-4300).
+10.18 -- Amendment to Apache Corporation 401(k) Savings Plan, dated
January 27, 2003, effective January 1, 2003 (incorporated by
reference to Exhibit 10.18 to Registrant's Annual Report on
Form 10-K, as amended by Form 10-K/A, for year ended
December 31, 2002, SEC File No. 1-4300).
+10.19 -- Apache Corporation Money Purchase Retirement Plan, dated
August 1, 2002 (incorporated by reference to Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, SEC File No. 1-4300).
+10.20 -- Amendment to Apache Corporation Money Purchase Retirement
Plan, dated January 27, 2003, effective January 1, 2003
(incorporated by reference to Exhibit 10.20 to Registrant's
Annual Report on Form 10-K for year ended December 31, 2002,
SEC File No. 1-4300).
+10.21 -- Non-Qualified Retirement/Savings Plan of Apache Corporation,
restated January 1, 1997, and amendments effective January
1, 1997, January 1, 1998 and January 1, 1999 (incorporated
by reference to Exhibit 10.17 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1998, SEC File No.
1-4300).

EXHIBIT
NO. DESCRIPTION
------- -----------

+10.22 -- Amendment to Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated February 22, 2000, effective January 1,
1999 (incorporated by reference to Exhibit 4.7 to
Registrant's Registration Statement on Form S-8,
Registration No. 333-31092, filed February 25, 2000); and
Amendment dated July 27, 2000 (incorporated by reference to
Exhibit 4.8 to Amendment No. 1 to Registrant's Registration
Statement on Form S-8, Registration No. 333-31092, filed
August 18, 2000).
+10.23 -- Amendment to Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated August 3, 2001, effective September 1,
2000 and July 1, 2001 (incorporated by reference to Exhibit
10.13 to Registrant's Quarterly Report on Form 10-Q, as
amended by Form 10-Q/A, for the quarter ended June 30, 2001,
SEC File No. 1-4300).
+*10.24 -- Amendment to Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated December 18, 2003, effective January 1,
2004.
+10.25 -- Apache Corporation 1990 Stock Incentive Plan, as amended and
restated September 13, 2001 (incorporated by reference to
Exhibit 10.01 to Registrant's Quarterly Report on Form 10-Q,
as amended by Form 10-Q/A, for the quarter ended September
30, 2001, SEC File No. 1-4300).
+10.26 -- Apache Corporation 1995 Stock Option Plan, as amended and
restated September 13, 2001 (incorporated by reference to
Exhibit 10.02 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, as amended by Form
10-Q/A, SEC File No. 1-4300).
+*10.27 -- Apache Corporation 2000 Share Appreciation Plan, as amended
and restated February 5, 2004.
+10.28 -- Apache Corporation 1996 Performance Stock Option Plan, as
amended and restated September 13, 2001 (incorporated by
reference to Exhibit 10.03 to Registrant's Quarterly Report
on Form 10-Q, as amended by Form 10-Q/A, for the quarter
ended September 30, 2001, SEC File No. 1-4300).
+10.29 -- Apache Corporation 1998 Stock Option Plan, as amended and
restated September 13, 2001 (incorporated by reference to
Exhibit 10.04 to Registrant's Quarterly Report on Form 10-Q,
as amended by Form 10-Q/A, for the quarter ended September
30, 2001, SEC File No. 1-4300).
+10.30 -- Apache Corporation 2000 Stock Option Plan, as amended and
restated March 5, 2003 (incorporated by reference to Exhibit
4.5 to Registrant's Registration Statement on Form S-8,
Registration No. 333-103758, filed March 12, 2003).
+*10.31 -- Apache Corporation 2003 Stock Appreciation Rights Plan,
dated and effective May 1, 2003.
+10.32 -- 1990 Employee Stock Option Plan of The Phoenix Resource
Companies, Inc., as amended through September 29, 1995,
effective April 9, 1990 (incorporated by reference to
Exhibit 10.33 to Registrant's Annual Report on Form 10-K for
year ended December 31, 1996, SEC File No. 1-4300).
+10.33 -- Apache Corporation Income Continuance Plan, as amended and
restated May 3, 2001 (incorporated by reference to Exhibit
10.30 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001, SEC File No. 1-4300).
+10.34 -- Apache Corporation Deferred Delivery Plan, as amended and
restated December 18, 2002, effective May 2, 2002
(incorporated by reference to Exhibit 4.5 to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on
Form S-8, Registration No. 333-31092, filed March 11, 2003).
+10.35 -- Apache Corporation Executive Restricted Stock Plan, as
amended and restated December 18, 2002, effective May 2,
2002 (incorporated by reference to Exhibit 4.5 to Post
Effective Amendment No. 1 to Registrant's Registration
Statement on Form S-8, Registration No. 333-97403, filed
December 30, 2002).
+10.36 -- Apache Corporation Non-Employee Directors' Compensation
Plan, as amended and restated May 1, 2003, effective July 1,
2003 (incorporated by reference to Exhibit 10.1 to
Registrant's Quarterly Report on Form 10-Q, as amended by
Form 10-Q/A, for the quarter ended June 30, 2003, SEC File
No. 1-4300).

EXHIBIT
NO. DESCRIPTION
------- -----------

+10.37 -- Apache Corporation Outside Directors' Retirement Plan, as
amended and restated May 3, 2001 (incorporated by reference
to Exhibit 10.08 to Registrant's Quarterly Report on Form
10-Q, as amended by Form 10-Q/A, for the quarter ended June
30, 2001, SEC File No. 1-4300).
**+10.38 -- 1.1 Apache Corporation Equity Compensation Plan for
Non-Employee Directors, as amended and restated February 5,
2004.
+10.39 -- Amended and Restated Employment Agreement, dated December 5,
1990, between Registrant and Raymond Plank (incorporated by
reference to Exhibit 10.39 to Registrant's Annual Report on
Form 10-K for year ended December 31, 1996, SEC File No.
1-4300).
+10.40 -- First Amendment, dated April 4, 1996, to Restated Employment
Agreement between Registrant and Raymond Plank (incorporated
by reference to Exhibit 10.40 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1996, SEC File No.
1-4300).
+10.41 -- Amended and Restated Employment Agreement, dated December
20, 1990, between Registrant and John A. Kocur (incorporated
by reference to Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for year ended December 31, 1990, SEC File No.
1-4300).
+10.42 -- Employment Agreement, dated June 6, 1988, between Registrant
and G. Steven Farris (incorporated by reference to Exhibit
10.6 to Registrant's Annual Report on Form 10-K for year
ended December 31, 1989, SEC File No. 1-4300).
+10.43 -- Amended and Restated Conditional Stock Grant Agreement,
dated June 6, 2001, between Registrant and G. Steven Farris
(incorporated by reference to Exhibit 10.10 to Registrant's
Quarterly Report on Form 10-Q, as amended by Form 10-Q/A,
for the quarter ended June 30, 2001, SEC File No. 1-4300).
10.44 -- Amended and Restated Gas Purchase Agreement, effective July
1, 1998, by and among Registrant and MW Petroleum
Corporation, as seller, and Producers Energy Marketing, LLC,
as buyer (incorporated by reference to Exhibit 10.1 to
Registrant's Current Report on Form 8-K, dated June 18,
1998, filed June 23, 1998, SEC File No. 1-4300).
10.45 -- Deed of Guaranty and Indemnity, dated January 11, 2003, made
by Registrant in favor of BP Exploration Operating Company
Limited (incorporated by reference to Registrant's Current
Report on Form 8-K, dated and filed January 13, 2003, SEC
File No. 1-4300).
**12.1 -- Statement of Computation of Ratios of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred Stock
Dividends
**14.1 -- Code of Business Conduct
**21.1 -- Subsidiaries of Registrant
**23.1 -- Consent of Ernst & Young LLP
**23.2 -- Consent of Ryder Scott Company L.P., Petroleum Consultants
**24.1 -- Power of Attorney (included as a part of the signature pages
to this report)
**31.1 -- Certification of Chief Executive Officer
**31.2 -- Certification of Chief Financial Officer
**32.1 -- Certification of Chief Executive Officer and Chief Financial
Officer

---------------

* Filed herewith.

** Previously filed.

+ Management contracts or compensatory plans or arrangements required to be
filed herewith pursuant to Item 15 hereof.

NOTE: Debt instruments of the Registrant defining the rights of long-term
debt holders in principal amounts not exceeding 10 percent of the Registrant's
consolidated assets have been omitted and will be provided to the Commission
upon request.