================================================================================

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


                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): October 27, 2005

                               APACHE CORPORATION
               (Exact name of registrant as specified in Charter)


          DELAWARE                      1-4300                   41-0747868
(State or Other Jurisdiction         (Commission             (I.R.S. Employer
     of Incorporation)               File Number)         Identification Number)


                             2000 POST OAK BOULEVARD
                                    SUITE 100
                            HOUSTON, TEXAS 77056-4400
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (713) 296-6000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



================================================================================




The information in this Current Report is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act"), or otherwise subject to the liabilities of that Section,
and shall not be incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as set forth by specific reference in
such filing.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 27, 2005, Apache Corporation issued a press release announcing
financial and operating results for the fiscal quarter ended September 30, 2005.
The full text of the press release is listed and furnished under Item 9.01 as
Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) EXHIBITS.



EXHIBIT NO.  DESCRIPTION
          

99.1         Press Release dated October 27, 2005, "Apache's Third-Quarter
             Earnings Rise 60 Percent to Record $686 Million or $2.05 per Share"






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             APACHE CORPORATION


Date: October 27, 2005                            /s/ Roger B. Plank
                                             -----------------------------------
                                             Roger B. Plank
                                             Executive Vice President and
                                             Chief Financial Officer




                                INDEX TO EXHIBITS



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

99.1         Press Release dated October 27, 2005, "Apache's Third-Quarter
             Earnings Rise 60 Percent to Record $686 Million or $2.05 per Share"