Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRAZIER A D JR
   2. Issuer Name and Ticker or Trading Symbol
APACHE CORP [APA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Director
(Last)
(First)
(Middle)
2000 POST OAK BLVD., SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
08/15/2013
(Street)

HOUSTON, TX 77056		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock (1) 08/15/2013   M(2)   1,140 A $ 0 26,279.154 D  
Common Stock (1) 08/15/2013   D(3)   456 D $ 80.27 25,823.154 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock / Units (4) $ 0 (5) 08/15/2013   A   1,868     (6)   (6) Common Stock (1) 1,868 $ 0 3,008 D  
Restricted Stock / Units $ 0 (5) 08/15/2013   M     1,140   (2)   (2) Common Stock (1) 1,140 $ 0 1,868 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRAZIER A D JR
2000 POST OAK BLVD.
SUITE 100
HOUSTON, TX 77056		   X     Director  

Signatures

 Cheri L. Peper, Attorney-in-Fact   08/19/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) Vesting on 08/15/2013 of restricted stock units granted to each of Apache's non-employee directors under 2011 Omnibus Equity Compensation Plan.
(3) This transaction is not a sale. Exempt disposition to issuer of portion of restricted stock units payable in cash upon vesting. The 2011 Omnibus Equity Compensation Plan contained such provision when approved by stockholders in May 2011, and the restricted stock units contained such terms when granted under the terms of such plan. Of the total 1,140 restricted stock units that vested on 08/15/2013, 60 percent (684 restricted stock units) is payable in Apache common stock and 40 percent (456 restricted stock units) is payable in cash and is characterized in this report as a disposition to the issuer.
(4) With tandem tax withholding right
(5) One share of Apache common stock for each restricted stock unit.
(6) Restricted stock units granted on 08/15/2013 to each of Apache's non-employee directors under 2011 Omnibus Equity Compensation Plan, which plan was approved by stockholders in May 2011. The units vest 50% thirty days after grant date and 50% twelve months after grant date. There are no dividend equivalents associated with this grant.

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