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                                                                     EXHIBIT 4.2





                               APACHE CORPORATION
                                     Issuer

                                       to

                            THE CHASE MANHATTAN BANK
                                     Trustee

                                   ----------

                          FIRST SUPPLEMENTAL INDENTURE

                                   ----------



                          Dated as of November 5, 1996

                            Supplemental to Indenture
                          Dated as of February 15, 1996

                                 Debt Securities








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                          FIRST SUPPLEMENTAL INDENTURE

         This FIRST SUPPLEMENTAL INDENTURE, dated as of November 5, 1996 is
between Apache Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), having its principal executive
office located at One Post Oak Central, 2000 Post Oak Boulevard, Suite 100,
Houston, Texas 77056-4400, and The Chase Manhattan Bank, a banking corporation
duly organized and existing under the laws of the State of New York (formerly
known as Chemical Bank) (the "Trustee"), having its corporate trust office
located at 450 West 33rd Street, 15th Floor, New York, New York 10001.

                                    RECITALS

         The Company has issued its 7.70% notes due 2026 in the aggregate
principal amount of $100,000,000 and its 7.95% notes due 2026 in the aggregate
principal amount of $180,000,000 pursuant to the Indenture dated as of February
15, 1996 (the "Indenture") between the Company and the Trustee.

         The Company may issue in the future additional Securities pursuant to
the Indenture.

         Section 901 of the Indenture provides that the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may, without the consent
of or notice to any of the Holders, enter into an indenture supplemental to the
Indenture for the purpose of amending or supplementing any provisions contained
in the Indenture that do not adversely affect the interests of the Holders of
any Securities then Outstanding. This First Supplemental Indenture is entered
into pursuant to Section 901(6).

         The Company has duly authorized the execution and delivery of this
First Supplemental Indenture, the conditions set forth in the Indenture for the
execution and delivery of this First Supplemental Indenture have been complied
with and all things necessary to make this First Supplemental Indenture a valid
amendment of, and supplement to, the Indenture have been done by the Company.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein, the Company agrees with the Trustee that the Indenture is
supplemental and amended, solely to the extent and for the purposes expressed
herein, for the equal and proportionate benefit of all Holders, as follows:


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                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1. Unless the context otherwise requires, the terms defined
in the Indenture shall, for all purposes of this First Supplemental Indenture,
have the meanings therein defined.

         SECTION 1.2. Unless the context otherwise requires, the terms defined
in this First Supplemental Indenture (including the preamble hereof) shall, for
all purposes of the Indenture as supplemented and amended by this First
Supplemental Indenture, have the meanings herein defined.


                                   ARTICLE II

                             AMENDMENT TO INDENTURE

         SECTION 2.1. Section 101 of the Indenture is supplemented and amended
to add the following term:

                  "Senior Indebtedness" means the principal of, premium, if any,
interest on, and any other payment due pursuant to any of the following, whether
outstanding as of the date of execution of the Indenture or thereafter incurred,
created or assumed:

                  (a) all indebtedness of the Company or any Subsidiary for
         money borrowed (including, without limitation, any indebtedness secured
         by a mortgage, conditional sales contract or other lien which is (i)
         given to secure all or part of the purchase price of property subject
         thereto, whether given to the vendor of such property or to another, or
         (ii) existing on property at the time of acquisition thereof);

                  (b) all indebtedness of the Company or any Subsidiary
         evidenced by notes, debentures, bonds, commercial paper or other
         securities sold by the Company or any Subsidiary for money;

                  (c) all lease obligations of the Company or any Subsidiary
         which are capitalized on the books of the Company in accordance with
         GAAP;

                  (d) all indebtedness of others of the kinds described in
         either of the preceding clauses (a) or (b) and all lease obligations of
         others of the kind described in the preceding clause (c) assumed by or
         guaranteed in any manner by the Company or any Subsidiary or in effect
         guaranteed by the Company or any Subsidiary through an agreement to
         purchase, contingent or otherwise;

                  (e) all obligations of the Company or any Subsidiary with
         respect to letters of credit issued in connection with indebtedness of
         others of the kind described in the preceding clauses (a) or (b) or
         lease obligations of the kind described in the preceding clause (c);
         and


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                  (f) all renewals, extensions or refundings of indebtedness of
         the kinds described in any of the preceding clauses (a), (b) and (d),
         all renewals or extensions of lease obligations of the kinds described
         in either of the preceding clauses (c) and (d) and all renewals or
         extensions of obligations with respect to letters of credit of the kind
         described in the preceding clause (e);

which, in each case, is an obligation payable by its terms more than one year
from the date of incurrence thereof and should be shown on a balance sheet as a
liability under GAAP; unless, in the case of any particular indebtedness, lease,
obligation, renewal, extension or refunding, the instrument or lease creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, lease, obligation, renewal, extension or
refunding is subordinate in right of payment to or is not at least pari passu
with the Securities. Notwithstanding the foregoing, "Senior Indebtedness" does
not include indebtedness owing, directly or indirectly, to any Affiliate or
employee of the Company or arising under or in respect of any employee benefit
plan of the Company or any of its Affiliates.


                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

         SECTION 3.1. Nothing in this First Supplemental Indenture, express or
implied, is intended or shall be construed to confer upon, or to give to, any
person or corporation, other than the parties hereto, their successors and
assigns, and the Holders, any right, remedy or claim under or by reason of this
First Supplemental Indenture or any provision hereof; and the provisions of this
First Supplemental Indenture are for the exclusive benefit of the parties
hereto, their successors and assigns, and the Holders.

         SECTION 3.2. This First Supplemental Indenture shall for all purposes
be deemed to be a contract made under, governed by and construed in accordance
with the laws of the State of New York.

         In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         If any provision of this First Supplemental Indenture limits, qualifies
or conflicts with any other provision required to be included in this First
Supplemental Indenture or the Indenture by the Trust Indenture Act, such other
provision which is so required to be included shall control.

         SECTION 3.3. The recitals contained herein shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.


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         SECTION 3.4. The descriptive headings of the several Articles of this
First Supplemental Indenture are inserted for convenience only and shall not
affect the construction hereof.

         SECTION 3.5. This First Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; but such counterparts shall together constitute
but one and the same instrument.

         SECTION 3.6. The Company represents and warrants that it is duly
authorized under all applicable laws to execute and deliver this First
Supplemental Indenture and that all corporate action on its part required for
the execution and delivery of this First Supplemental Indenture has been duly
and effectively taken.

         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective seals to be
hereunto affixed and attested all as of the day and year first above written.

[SEAL]                                      APACHE CORPORATION

Attest:

/s/ Cheri Peper
Corporate Secretary
                                            By: /s/ Matthew W. Dundrea
                                            Title: Treasurer


                                            THE CHASE MANHATTAN BANK,
                                                 as Trustee

Attest:

/s/ Francine Springer
Trust Officer
                                            By: /s/ Andrew M. Deck
                                            Title: Senior Trust Officer




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STATE OF TEXAS     )
                   )
COUNTY OF HARRIS   )

         On the 1st day of November, 1996, before me personally came Matthew W.
Dundrea, to me known, who, being by me duly sworn, did depose and say that he is
the Treasurer of APACHE CORPORATION, a State of Delaware corporation, one of the
persons described in and who executed the foregoing instrument; that he knows
the seal of said Corporation; that the seal affixed to said instrument is such
Corporation's seal; that it was so affixed by authority of the Board of
Directors of said Corporation; and that he signed his name thereto by like
authority.



[NOTARIAL SEAL]

                                                   Susan Charba
                                                   Notary Public, State of Texas

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STATE OF NEW YORK       )
                        )
COUNTY OF NEW YORK      )

         On the 4th day of November, 1996, before me personally came Andrew M.
Deck, to me known, who, being by me duly sworn, did depose and say that he is
the Senior Trust Officer of THE CHASE MANHATTAN BANK, a banking corporation
organized and existing under the laws of the State of New York and successor to
Chemical Bank, one of the persons described in and who executed the foregoing
instrument; that he knows the seal of said Corporation; that the seal affixed to
said instrument is such Corporation's seal; that it was so affixed by authority
of the Board of Directors of said Corporation; and that he signed his name
thereto by like authority.



[NOTARIAL SEAL]

                                                /s/ Annabelle DeLuca
                                                Notary Public, State of New York