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Form 4 APACHE CORP For: Jun 16 Filed by: Sullivan Timothy J

June 17, 2015 2:40 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Sullivan Timothy J

(Last) (First) (Middle)
2000 POST OAK BLVD.
SUITE 100

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
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)
Sr. VP - Operations Support
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2015
4. 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 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
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 Securities Underlying Derivative Security (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: 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 (1) $ 0 (2) 06/16/2015   A       (3)   (3) Common Stock $ 0 D  
Explanation of Responses:
1. With tandem tax withholding right
2. One share of Apache common stock for each restricted stock unit.
3. Restricted stock units granted 06/15/2015 under employer plan - data provided by plan adminitrator on 06/16/2015. The units vest 1/3 on each of 07/01/2016, 06/15/2017, and 06/15/2018.
Remarks:
Note: Also see attached Exhibit EX-24 POA.
Cheri L. Peper, Attorney-in-Fact 06/17/2015
** 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 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).
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.
Power of Attorney
(Limited to Execution of Forms 4 and 5)


I, Timothy J. Sullivan, do hereby constitute and appoint Cheri L. Peper, 
Rajesh Sharma, and S. Brett Cupit (with full power to each of them to act 
alone) as my true and lawful agents and attorneys-in-fact with full power 
and 
authority to execute and deliver on my behalf in accordance with 
Securities and Exchange Commission rules and regulations all reports of 
changes in my beneficial ownership of securities issued by Apache 
Corporation on Forms 4 and 5 as may be deemed advisable.  I hereby ratify 
and 
confirm all that each such agent and attorney-in-fact may do by virtue 
hereof with respect to reports of my beneficial ownership of securities 
issued 
by Apache Corporation.

This power of attorney shall remain in full force and effect until I am 
no longer required to file Forms 4 and 5 with respect to changes in my 
beneficial ownership of securities issued by Apache Corporation, 
unless earlier revoked by me in writing delivered to the 
attorneys-in-fact named above.

In witness whereof, I have duly executed this power of attorney effective 
as 
of this 16th day of June 2015.


/s/ Timothy J. Sullivan


State of Texas

County of Harris

The foregoing Power of Attorney was acknowledged before me this 16th day 
of June 2015, by Timothy J. Sullivan, Senior Vice President - Operations Support
of Apache Corporation.

/s/ Melinda Jenkins

[Seal for Melinda Jenkins]
[Notary Public, State of Texas]
[My Commission Expires 07-25-2016]





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