Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
PLANK ROGER B
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)
Exec VP and Chief Fin. Officer
(Last)
(First)
(Middle)

ONE POST ONE CENTRAL, 2000 POST OAK BLVD, SUITE 100
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


HOUSTON, TX 77056-4400
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock (1)             58,638 D  
Common Stock (1)             12,134 I By Spouse
Common Stock (1) 11/30/2007   G 0 (2) A $ 0 9,006 I By Trust (3)
Common Stock (1) 02/01/2008   G 0 (4) A $ 0 9,006 I By Trust (3)
Common Stock (1)             38,930 I By trust fbo L.B. Plank
Common Stock (1)             38,193.532 I Held by trustee of 401(k) plan
Common Stock (1)             15,426.738 I Held by trustee of NQ Plan
Common Stock (1) 11/30/2007   G 0 (2) D $ 0 56,865 I Indian Creek Holdings L.P. (5)
Common Stock (1) 02/01/2008   G 0 (4) D $ 0 56,865 I Indian Creek Holdings (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PLANK ROGER B
ONE POST ONE CENTRAL
2000 POST OAK BLVD, SUITE 100
HOUSTON, TX 77056-4400
      Exec VP and Chief Fin. Officer  

Signatures

/s/ Cheri L. Peper, Attorney-in-Fact 02/13/2009
**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 sotck purchase rights ("Rights"). The Rights are not currently exercisable or separately tradeable 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) Represents separate gifts of partnership interests in Indian Creek Holdings L.P. to trusts for the reporting person's three children. Each gift represented a 7.5 percent interest in Indian Creek Holdings L.P.
(3) These shares are held in trust for the benefit of the reporting person's children. The reporting person and spouse are trustees.
(4) Represents separate gifts of partnership interests in Indian Creek Holdings L.P. to trusts for the reporting person's three children. Each gift represented a 0.32 percent interest in Indian Creek Holdings L.P.
(5) Managing general partner of Indian Creek Holdings L.P.

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