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)

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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	Â	Â	  Exec VP and Chief Fin. Officer	Â

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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