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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
APACHE CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
03741110
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(CUSIP Number)
Check the following box if a fee is being paid with this statement ( ). (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP No. 03741110 13G Page 2 of 7 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 3,972,588
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER 3,972,588
8. SHARED DISPOSITIVE POWER None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,972,588
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.13%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 03741110 13G Page 3 of 7 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TIAA Separate Account VA-1
I.R.S. #13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 500
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER 500
8. SHARED DISPOSITIVE POWER None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
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Page 4 of 7 Pages
Item 1(a). NAME OF ISSUER:
Apache Corp.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
200 Post Oak Boulevard
Houston, TX 77056-4400
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA Separate Account VA-1 ("VA-1")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) VA-1 - 730 Third Avenue
New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in the State of New York
(2) VA-1 - Established in the State of New York
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 03741110
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS:
(a) ( ) Broker or dealer registered under Section 15 of the Act,
(b) ( ) Bank as defined in Section 3(a)(6) of the Act,
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act,
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) ( ) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see Item 7,
(h) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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Page 5 of 7 Pages
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 3,972,588
(b) Percent of Class: 5.13%
(c) Number of shares as to which such person has
(i) sole power to vote or direct the vote: 3,972,588
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition
of: 3,972,588
(iv) shared power to dispose or to direct the disposition:
None
(2) TIAA SEPARATE ACCOUNT VA-1
(a) Amount Beneficially Owned: 500
(b) Percent of Class: 0.00%
(c) Number of shares as to which such person has
(i) sole power to vote or direct the vote: 500
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition
of: 0.00%
(iv) shared power to dispose or to direct the disposition:
None
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
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Page 6 of 7 Pages
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 1, 1996
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Diane Axelrod
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Diane Axelrod,
Vice President
TIAA SEPARATE ACCOUNT VA-1
By: /s/ Diane Axelrod
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Diane Axelrod,
Vice President
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Page 7 of 7 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
College Retirement Equities Fund - IV
TIAA Separate Account VA-1 - IV
The College Retirement Equities Fund and TIAA Separate Account VA-1 (the
"Reporting Persons") are filing as a group because their investment advisers
(TIAA-CREF Investment Management, Inc. and Teachers Advisors, Inc.,
respectively), while distinct entities, are affiliated and employ some of the
same investment personnel. However, because separate investment decisions are
made with respect to the respective portfolio holdings of each of the Reporting
Persons and there is no oral or written agreement or arrangement among the
Reporting Persons with respect to acquisition, voting, disposition or otherwise
of their securities, each Reporting Person disclaims beneficial ownership of the
others' securities holdings and disclaims its membership in a group with the
other Reporting Person.
