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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1. Name and Address of Reporting Person * Johnston Robert V. II   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) Executive Vice President (Last) (First) (Middle) 2000 POST OAK BLVD., SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2014 (Street) HOUSTON, TX 77056-4400 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 05/23/2014   M   760 A $ 0 9,830 D   Common Stock               23,620.433 I Held by Trustee of 401(k) Plan Common Stock               20,404.054 I Held by Trustee of NQ Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Phantom Stock Units (1)	$ 0 (1)	05/23/2014		M		994		(2)	(2)	Common Stock	994	$ 0	21,473.3997	D
Phantom Stock Units (1)	$ 0 (1)	05/23/2014		M		1,500		(3)	(3)	Common Stock	1,500	$ 0	22,973.3997	D
Phantom Stock Units	$ 0	05/23/2014		J		55.1872		(3)	(3)	Common Stock	55.1872	$ 90.34	23,028.5869	D
Phantom Stock Units	$ 0	05/23/2014		M			760	(3)	(3)	Common Stock	760	$ 0	22,268.5869	D
Phantom Stock Units	$ 0	05/23/2014		F			329.619	(3)	(3)	Common Stock	329.619	$ 90.34	21,938.9679	D
Phantom Stock Units	$ 0	05/23/2014		D			0.0307	(3)	(3)	Common Stock	0.0307	$ 90.34	21,938.9372	D
Restricted Stock / Units (4)	$ 0 (5)	05/23/2014		M			994	(6)	(6)	Common Stock	994	$ 0	28,261	D
Restricted Stock / Units (4)	$ 0 (5)	05/23/2014		M			1,500	(7)	(7)	Common Stock	1,500	$ 0	26,761	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Johnston Robert V. II 2000 POST OAK BLVD. SUITE 100 HOUSTON, TX 77056-4400			Executive Vice President

Signatures

Cheri L. Peper, Attorney-in-Fact		05/23/2014
**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)	One share of Apache common stock for each phantom stock unit.
(2)	Exempt acquisition pursuant to Rule 16b-3(d). Accrued under the deferred compensation provisions of Apache's Deferred Delivery Plan - effective as of 05/22/2014. Data provided by the plan administrator on 05/23/2014.
(3)	Exempt acquisition pursuant to Rule 16b-3(d). Accrued under the deferred compensation provisions of Apache's Deferred Delivery Plan - effective as of 05/22/2014. Data provided by the plan administrator on 05/23/2014.
(4)	With tandem tax withholding right
(5)	One share of Apache common stock for each restricted stock unit.
(6)	Vesting on 05/22/2014 of restricted stock units under employer plan - data provided by plan administrator on 05/23/2014 Vesting occurs 25% per year over four years.
(7)	Vesting on 05/22/2014 of restricted stock units pursuant to restricted stock unit award agreement under employer plan - data provided by plan administrator on 05/23/2014. Of these shares, 60 percent (net of required tax withholding) will not be eligible for sale by the reporting person until such time as he retires or otherwise terminates employment with the company.

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