Sec Form 4 Filing - STEWART LISA A @ APACHE CORP - 2004-01-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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 STEWART LISA A 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 _____ Officer (give title below) X __ Other (specify below) Former Officer (Last) (First) (Middle) (FORMERLY LISA A. FLOYD), 2000 POST OAK BOULEVARD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2004 (Street) HOUSTON, TX77056-4400 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: 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 Cond Grant ($43.50 Threshold) ( 1 ) $ 0 ( 2 ) 01/31/2004 H( 3 ) V 7,160 ( 2 ) 12/31/2004 Common Stock ( 4 ) 7,160 $ 0 0 D Cond Grant ($52 Threshold) ( 1 ) $ 0 ( 2 ) 01/31/2004 H( 3 ) V 17,902 ( 2 ) 12/31/2004 Common Stock ( 4 ) 17,902 $ 0 0 D Cond Grant ($78 Threshold) ( 1 ) $ 0 ( 2 ) 01/31/2004 H( 3 ) V 7,954 ( 2 ) 12/31/2004 Common Stock ( 4 ) 7,954 $ 0 0 D Option- Buy $21.2663 ( 1 ) $ 21.2663 01/31/2004 H( 3 ) V 12,705 ( 5 ) 04/30/2004 Common Stock ( 4 ) 12,705 $ 0 56,595 D Restricted Stock Units ( 1 ) $ 0 ( 6 ) 01/31/2004 H( 3 ) V 4,726 ( 7 ) ( 7 ) Common Stock ( 4 ) 4,726 $ 0 10,610 D Restricted Stock Units ( 1 ) $ 0 ( 6 ) 01/31/2004 H( 3 ) V 4,410 ( 7 ) ( 7 ) Common Stock ( 4 ) 4,410 $ 0 6,200 D Restricted Stock Units ( 1 ) $ 0 ( 6 ) 01/31/2004 H( 3 ) V 6,200 ( 7 ) ( 7 ) Common Stock ( 4 ) 6,200 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEWART LISA A (FORMERLY LISA A. FLOYD) 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TX77056-4400 Former Officer Signatures Cheri L. Peper, Attorney-in-Fact 02/02/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )With tandem tax withholding right ( 2 )Payable if Apache common stock attains per share pricethreshold prior to January 1, 2005. If threshold isattained, will be paid over three vesting dates: within 30days after the date on which the price threshold isattained, and the dates 12 months and 24 months followingsuch date of attainment. ( 3 )Upon termination of employment, forfeited for no value -exempt pursuant to Rule 16(b)-6(d). ( 4 )The shares of common stock of Apache are deemed to alsorepresent certain preferred stock purchase rights('Rights'). The Rights are not currently exercisable orseparately tradable and presently are evidenced bycertificates for shares of the common stock. Valueattributable to such Rights, if any, is reflected in themarket price of the common stock. ( 5 )Exercisable ratably over four years, beginning 05/03/2001 ( 6 )One share of Apache common stock for each restricted stockunit. ( 7 )Restricted stock units granted under employer plan. Theunits vest ratably over four years beginning one year fromthe date of grant.

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).

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