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                                                                     Exhibit 4.7

                                    Amendment
                                       To
           Non-Qualified Retirement/Savings Plan of Apache Corporation

Apache Corporation ("Apache") maintains the Non-Qualified Retirement/Savings
Plan of Apache Corporation (the "Plan"). Pursuant to section 8.02 of the Plan,
Apache has retained the right to amend the Plan. Apache hereby exercises that
right, effective as of January 1, 1999, as follows.

1. Paragraph 1.06(a)(iii) shall be replaced in its entirety by the following.

         (iii) the regular annual bonus (unless all or a portion is excluded by
               the Committee before the regular annual bonus is paid) and any
               other bonus designated by the Committee,

2. Paragraphs 1.06(b)(xi) and (xii) shall be replaced in their entirety by the
following.

         (xi)  any bonus other than (i) a regular annual bonus not otherwise
               excluded by the Committee and (ii) a bonus specifically included
               as Compensation by the Committee, in each case pursuant to the
               provisions of paragraph 1.06(a)(iii).

         (xii) except as provided under paragraph (a)(vi), any benefit accrued
               under, or any payment from, any nonqualified plan of deferred
               compensation.

3. Subsection 3.01(d) shall be replaced in its entirety by the following.

   (d)  Deferrals from Bonuses. In addition to the Deferred Contributions that
        are provided for in Subsections 3.01(b) and 3.01(c) above, a Participant
        may also elect to defer up to 75% of any "eligible bonus" by filing an
        Enrollment Agreement with the Committee. An "eligible bonus" is any
        bonus described in Paragraph 1.06(a)(iii) unless excluded pursuant to
        the terms of such paragraph. The Committee must receive the
        Participant's signed Agreement by the date specified by the Committee,
        which date shall be no later than the day before the size of the
        eligible bonus is determined.

4. Subsection 3.02(a) shall be replaced in its entirety by the following.

   (a)  Matching Contribution.

         (i)   The matching contribution for this Plan shall be calculated each
               pay period, after the Savings Plan's matching contribution is
               calculated. The "total match" each pay period shall be equal to
               the Participant's "total deferrals"




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               for the pay period, up to a maximum total match for a pay period
               of 6% of the pay period's Compensation.

         (ii)  Definitions.

               The "total match" is equal to the matching contribution to the
               Participant's Account in this Plan plus the Company Matching
               Contribution allocated to the Participant's accounts in the
               Savings Plan.

               The "total deferrals" for a pay period are equal to (i) the
               Participant's Deferred Contributions for the pay period,
               including any Deferred Contributions from an eligible bonus as
               defined in paragraph 3.01(d) that is paid during the pay period,
               plus (ii) the Participant's salary deferrals to the Savings Plan
               for the pay period.

         (iii) Additional Match. If a Participant's match in the Savings Plan is
               reduced to comply with any requirement of federal law (such as
               the ACP or multiple-use test of Code section 401(m) or the limits
               imposed by Code section 415 or 401(a)(17)) after the match for
               this Plan has been calculated, then the Participant's match for
               this Plan shall be increased by the amount of the reduction in
               the match in the Savings Plan.

         (iv)  Exception. Notwithstanding paragraphs (i) and (iii) above, the
               matching contribution for a Participant shall be $0 for any Plan
               Year in which the Participant fails to make the maximum possible
               salary deferral to the Savings Plan for that Plan Year. If a
               matching contribution is made to the Participant's Account in
               this Plan before he makes the maximum possible salary deferral to
               the Savings Plan for the Plan Year, and the Participant fails to
               contribute the maximum possible salary deferral to the Savings
               Plan for the Plan Year, then the Participant shall forfeit any
               matching contribution (adjusted to reflect any investment gains
               or losses thereon) made to the Participant's Accounts for the
               Plan Year.


IN WITNESS WHEREOF, this Amendment has been executed the date set forth below.

                                          APACHE CORPORATION


                                          By: /s/ Daniel L. Schaeffer
                                              -----------------------

Date: February 22, 2000                   Title: Vice President, Human Resources





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