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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A
                                (AMENDMENT NO. 1)

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934




        Date of Report (Date of earliest event reported): March 18, 2003




                               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


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The undersigned registrant, Apache Corporation ("Apache"), hereby amends Item 7.
"Financial Statements, Pro Forma Financial Information and Exhibits" of its
Current Report on Form 8-K, dated March 18, 2003 and filed on April 17, 2003, as
follows:

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      FINANCIAL STATEMENT OF BUSINESSES ACQUIRED.

Audited Statement of Combined Revenues and Direct Operating Expenses for the Oil
and Gas Properties (the "BP Properties") purchased by Apache Corporation from
subsidiaries of BP p.l.c. (referred to collectively as "BP") for the year ended
December 31, 2003, and the related notes thereto, together with the Report of
Independent Auditors of Ernst & Young LLP concerning the Statement and related
notes. Copies of such Audited Statement of Combined Revenues and Direct
Operating Expenses for the Oil and Gas Properties are attached hereto as Exhibit
99.4.

(b)      PRO FORMA FINANCIAL INFORMATION.

Unaudited Pro Forma Consolidated Condensed Statement of Operations of Apache
Corporation and Subsidiaries, for the quarter ended March 31, 2003, the
Unaudited Pro Forma Consolidated Condensed Balance Sheet of Apache Corporation
and Subsidiaries, as of March 31, 2003, and the related notes thereto, to show
the pro forma effects of Apache's acquisition of the BP Properties. Copies of
such financial statements are attached hereto as Exhibit 99.5. The financial
statements contained in Exhibit 99.5 incorporate by reference the financial
statements of Apache Corporation and Subsidiaries contained in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002.

(c)      EXHIBITS.


EXHIBIT NO.                DESCRIPTION

2.1                        Purchase and Sale Agreement, dated January 11, 2003,
                           by and between Apache Corporation, as Buyer, and BP
                           Exploration & Production Inc., as Seller
                           (incorporated by reference to Apache's Current Report
                           on Form 8-K dated January 11, 2003, filed on January
                           13, 2003, SEC File No. 1-4300).

2.2                        Sale and Purchase Agreement, dated January 11, 2003,
                           by and between Apache North Sea Limited, as Buyer,
                           and BP Exploration Operating Company Limited, as
                           Seller (incorporated by reference to Apache's Current
                           Report on Form 8-K dated January 11, 2003, filed on
                           January 13, 2003, SEC File No. 1-4300).

*23.1                      Consent of Ernst & Young LLP.

**99.1                     Press Release, dated March 18, 2003, "Apache Closes
                           Purchase of Gulf of Mexico Assets From BP."



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**99.2                     Press Release, dated April 2, 2003, "Apache Closes UK
                           North Sea Acquisition From BP."

99.3                       Final Prospectus Supplement dated January 22, 2003
                           (incorporated by reference to Apache's filing
                           pursuant to Rule 424(B)(2) on January 17, 2003,
                           Registration Nos. 333-75633 and 333-32580).

*99.4                      Audited Statement of Combined Revenues and Direct
                           Operating Expenses for the Oil and Gas Properties
                           (the "BP Properties") purchased by Apache Corporation
                           from subsidiaries of BP p.l.c. (referred to
                           collectively as "BP") for the year ended December 31,
                           2003, and the related notes thereto, together with
                           the Report of Independent Auditors of Ernst & Young
                           LLP concerning the Statement and related notes.

*99.5                      Unaudited Pro Forma Consolidated Condensed Statement
                           of Operations of Apache Corporation and Subsidiaries,
                           for the quarter ended March 31, 2003, the Unaudited
                           Pro Forma Consolidated Condensed Balance Sheet of
                           Apache Corporation and Subsidiaries, as of March 31,
                           2003, and the related notes thereto, to show the pro
                           forma effects of Apache's acquisition of the BP
                           Properties. The financial statements contained herein
                           incorporate by reference the financial statements of
                           Apache Corporation and Subsidiaries contained in its
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 2002.

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**     previously filed



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                                   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: June 16, 2003                 /s/ Eric L. Harry
                                    -------------------------------------------
                                    Eric L. Harry
                                    Vice President and Associate General Counsel



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                                INDEX TO EXHIBITS



EXHIBIT NO.                DESCRIPTION
-----------                -----------
                        
2.1                        Purchase and Sale Agreement, dated January 11, 2003,
                           by and between Apache Corporation, as Buyer, and BP
                           Exploration & Production Inc., as Seller
                           (incorporated by reference to Apache's Current Report
                           on Form 8-K dated January 11, 2003, filed on January
                           13, 2003, SEC File No. 1-4300).

2.2                        Sale and Purchase Agreement, dated January 11, 2003,
                           by and between Apache North Sea Limited, as Buyer,
                           and BP Exploration Operating Company Limited, as
                           Seller (incorporated by reference to Apache's Current
                           Report on Form 8-K dated January 11, 2003, filed on
                           January 13, 2003, SEC File No. 1-4300).

*23.1                      Consent of Ernst & Young LLP.

**99.1                     Press Release, dated March 18, 2003, "Apache Closes
                           Purchase of Gulf of Mexico Assets From BP."

**99.2                     Press Release, dated April 2, 2003, "Apache Closes UK
                           North Sea Acquisition From BP."

99.3                       Final Prospectus Supplement dated January 22, 2003
                           (incorporated by reference to Apache's filing
                           pursuant to Rule 424(B)(2) on January 17, 2003,
                           Registration Nos. 333-75633 and 333-32580).

*99.4                      Audited Statement of Combined Revenues and Direct
                           Operating Expenses for the Oil and Gas Properties
                           (the "BP Properties") purchased by Apache Corporation
                           from subsidiaries of BP p.l.c. (referred to
                           collectively as "BP") for the year ended December 31,
                           2003, and the related notes thereto, together with
                           the Report of Independent Auditors of Ernst & Young
                           LLP concerning the Statement and related notes.

*99.5                      Unaudited Pro Forma Consolidated Condensed Statement
                           of Operations of Apache Corporation and Subsidiaries,
                           for the quarter ended March 31, 2003, the Unaudited
                           Pro Forma Consolidated Condensed Balance Sheet of
                           Apache Corporation and Subsidiaries, as of March 31,
                           2003, and the related notes thereto, to show the pro
                           forma effects of Apache's acquisition of the BP
                           Properties. The financial statements contained herein
                           incorporate by reference the financial statements of
                           Apache Corporation and Subsidiaries contained in its
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 2002.



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