##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-13546
 APACHE OFFSHORE INVESTMENT PARTNERSHIP
  Delaware
    
    41-1464066(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
 (713) 296-6000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
  Number of registrants units outstanding as of March 31, 2010
    
    1,022




---



TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1   FINANCIAL STATEMENTSITEM 2   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4   CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY IN SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESEX-31.1EX-31.2EX-32.1    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED INCOME
(Unaudited)
 For the Three MonthsEnded March 31,2010
    
    
    2009REVENUES:Oil and gas sales
    
    $
    1,723,972
    
    
    $
    1,131,168Interest income
    
    
    4
    
    
    
    1301,723,976
    
    
    
    1,131,298EXPENSES:Depreciation, depletion and amortization
    
    
    360,373
    
    
    
    295,532Asset retirement obligation accretion
    
    
    29,986
    
    
    
    16,459Lease operating expenses
    
    
    253,045
    
    
    
    387,835Gathering and transportation costs
    
    
    33,946
    
    
    
    19,967Administrative
    
    
    109,250
    
    
    
    112,500786,600
    
    
    
    832,293NET INCOME
    
    $
    937,376
    
    
    $
    299,005NET INCOME ALLOCATED TO:Managing Partner
    
    $
    253,561
    
    
    $
    115,563Investing Partners
    
    
    683,815
    
    
    
    183,442$
    937,376
    
    
    $
    299,005NET INCOME PER INVESTING PARTNER UNIT
    
    $
    669
    
    
    $
    180WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING
    
    
    1,021.5
    
    
    
    1,021.5
 
 1




---



##### Table of Contents



APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
 For the Three MonthsEnded March 31,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    937,376
    
    
    $
    299,005Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation, depletion and amortization
    
    
    360,373
    
    
    
    295,532Asset retirement obligation accretion
    
    
    29,986
    
    
    
    16,459Dismantlement & abandonment cost
    
    
    (81,076
    )
    
    
    Changes in operating assets and liabilities:(Increase) decrease in accrued revenues receivable
    
    
    42,366
    
    
    
    196,239(Increase) decrease in receivable from
Apache Corporation
    
    
    (101,963
    )
    
    
    (84,281
    )Increase (decrease) in accrued operating expenses
    
    
    3,389
    
    
    
    2,005Net cash provided by operating activities
    
    
    1,190,451
    
    
    
    724,959CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and gas properties
    
    
    (188
    )
    
    
    (473,815
    )Net cash used in investing activities
    
    
    (188
    )
    
    
    (473,815
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to Investing Partners
    
    
    
    
    
    
    Distributions to Managing Partner
    
    
    (250,731
    )
    
    
    (145,333
    )Net cash used in financing activities
    
    
    (250,731
    )
    
    
    (145,333
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    939,532
    
    
    
    105,811CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    2,048,412
    
    
    
    1,131,615CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    2,987,944
    
    
    $
    1,237,426
 
 2




---



##### Table of Contents



APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,987,944
    
    
    $
    2,048,412Accrued revenues receivable
    
    
    277,368
    
    
    
    319,734Accrued insurance receivable
    
    
    24,678
    
    
    
    24,678Receivable from Apache Corporation
    
    
    184,865
    
    
    
    82,9023,474,855
    
    
    
    2,475,726OIL AND GAS PROPERTIES, on the basis of full cost accounting:Proved properties
    
    
    188,458,508
    
    
    
    188,458,320Less  Accumulated depreciation, depletion and amortization
    
    
    (183,058,551
    )
    
    
    (182,698,178
    )5,399,957
    
    
    
    5,760,142$
    8,874,812
    
    
    $
    8,235,868LIABILITIES AND PARTNERS CAPITALCURRENT LIABILITIES:Accrued operating expenses
    
    $
    109,794
    
    
    $
    106,405Accrued exploration and development
    
    
    
    
    
    
    109,794
    
    
    
    106,405ASSET RETIREMENT OBLIGATION
    
    
    1,992,805
    
    
    
    2,043,895PARTNERS CAPITAL:Managing Partner
    
    
    76,910
    
    
    
    74,080Investing Partners (1,021.5 units outstanding)
    
    
    6,695,303
    
    
    
    6,011,4886,772,213
    
    
    
    6,085,568$
    8,874,812
    
    
    $
    8,235,868
 
 3




---



##### Table of Contents



APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
  Recently Adopted Accounting Pronouncements
  2. RECEIVABLE FROM APACHE CORPORATION
  4




---



##### Table of Contents



3. RIGHT OF PRESENTMENT
   4. ASSET RETIREMENT OBLIGATIONS
  Asset retirement obligation at December 31, 2009
    
    $
    2,043,895Accretion expense
    
    
    29,986Liabilities settled
    
    
    (81,076
    )Asset retirement obligation at March 31, 2010
    
    $
    1,992,805
  5. SUBSEQUENT EVENTS
  5




---



##### Table of Contents



ITEM 2

 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
   RESULTS OF OPERATIONS
 Net Income and Revenue
    For the Three MonthsEnded March 31,
    
    Increase2010
    
    2009
    
    (Decrease)Gas volume  Mcf per day
    
    
    2,039
    
    
    
    1,587
    
    
    
    28
    %Average gas price  per Mcf
    
    $
    5.64
    
    
    $
    5.02
    
    
    
    12
    %Oil volume  barrels per day
    
    
    92
    
    
    
    113
    
    
    
    (19
    )%Average oil price  per barrel
    
    $
    76.95
    
    
    $
    37.74
    
    
    
    104
    %NGL volume  barrels per day
    
    
    11
    
    
    
    15
    
    
    
    (27
    )%Average NGL price  per barrel
    
    $
    54.65
    
    
    $
    23.79
    
    
    
    130
    %
 Oil and Gas Sales
   6




---



##### Table of Contents



Operating Expenses
   Capital Resources and Liquidity
     7




---



##### Table of Contents



Capital Commitments
       Potential Impact of Deepwater Horizon Explosion and Oil Spill on Gulf of Mexico Operations
  8




---



##### Table of Contents



ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4  CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   FORWARD-LOOKING STATEMENTS AND RISK
  
    
    the market prices of oil, natural gas, NGLs and other products or services;
    
    the supply and demand for oil, natural gas, NGLs and other products or services;
    
    production and reserve levels;
    
    drilling risks;
    
    economic and competitive conditions;
    
    the availability of capital resources;
 9




---



##### Table of Contents




    
    capital expenditure and other contractual obligations;
    
    weather conditions;
    
    inflation rates;
    
    the availability of goods and services;
    
    legislative or regulatory changes;
    
    terrorism;
    
    occurrence of property acquisitions or divestitures;
    
    the securities or capital markets and related risks such as general credit, liquidity,
market and interest-rate risks; and
    
    other factors disclosed under Items 1 and 2  Business and Properties  Estimated
Proved Reserves and Future Net Cash Flows, Item 1A  Risk Factors, Item 7 
Managements Discussion and Analysis of Financial Condition and Results of Operations,
Item 7A  Quantitative and Qualitative Disclosures About Market Risk and elsewhere in our
most recently filed Form 10-K.
  10




---



##### Table of Contents



PART II  OTHER INFORMATION
 
   
   
   
   
   
   
   *3.1
    
    Partnership Agreement of Apache Offshore Investment Partnership
(incorporated by reference to Exhibit (3)(i) to Form 10 filed by Partnership
with the Commission on April 30, 1985, Commission File No. 0-13546).*3.2
    
    Amendment No. 1, dated February 11, 1994, to the Partnership
Agreement of Apache Offshore Investment Partnership (incorporated by reference
to Exhibit 3.3 to Partnerships Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 0-13546).*3.3
    
    Limited Partnership Agreement of Apache Offshore Petroleum
Limited Partnership (incorporated by reference to Exhibit (3)(ii) to Form 10
filed by Partnership with the Commission on April 30, 1985, Commission File No.
0-13546).**31.1
    
    Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
Act) by Principal Executive Officer**31.2
    
    Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
Act) by Principal Financial Officer**32.1
    
    Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by
Principal Executive Officer and Principal Financial Officer
 
 *
    
    Incorporated by reference herein.**
    
    Filed herewith. 11




---



##### Table of Contents



SIGNATURES
  APACHE OFFSHORE INVESTMENT PARTNERSHIPBy:
    Apache Corporation, Managing PartnerDated:      May 7, 2010
    /s/  Roger B. PlankRoger B. PlankPresident (principal financial officer)

of Apache Corporation, Managing PartnerDated:      May 7, 2010
    /s/  Rebecca A. HoytRebecca A. HoytVice President and Controller (principal accounting officer)

of Apache Corporation, Managing Partner