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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2006
 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 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)Suite 100, One Post Oak Central2000 Post Oak Boulevard, Houston, TX
    
    77056-4400(Address of Principal Executive Offices)
    
    (Zip Code)
   þ o
  o o þ
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EXPLANATORY NOTE




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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 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESExhibit IndexCertification of CEOCertification of CFOCertification of CEO and CFO    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 31,2006
    
    
    2005REVENUES:Oil and gas sales
    
    $
    3,381,074
    
    
    $
    3,376,275Interest income
    
    
    32,632
    
    
    
    22,3883,413,706
    
    
    
    3,398,663EXPENSES:Depreciation, depletion and amortization
    
    
    451,663
    
    
    
    567,036Asset retirement obligation accretion
    
    
    10,273
    
    
    
    12,601Lease operating costs
    
    
    296,703
    
    
    
    307,921Gathering and transportation expense
    
    
    48,732
    
    
    
    42,824Administrative
    
    
    107,000
    
    
    
    107,000914,371
    
    
    
    1,037,382NET INCOME
    
    $
    2,499,335
    
    
    $
    2,361,281NET INCOME ALLOCATED TO:Managing Partner
    
    $
    574,426
    
    
    $
    568,413Investing Partners
    
    
    1,924,909
    
    
    
    1,792,868$
    2,499,335
    
    
    $
    2,361,281NET INCOME PER INVESTING PARTNER UNIT
    
    $
    1,827
    
    
    $
    1,698WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING
    
    
    1,053.4
    
    
    
    1,055.7
 
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##### Table of Contents



APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
 For the Three MonthsEnded March 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    2,499,335
    
    
    $
    2,361,281Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation, depletion and amortization
    
    
    451,663
    
    
    
    567,036Asset retirement obligation accretion
    
    
    10,273
    
    
    
    12,601Changes in operating assets and liabilities:(Increase) decrease in accrued revenues receivable
    
    
    763,268
    
    
    
    211,469(Increase) decrease in receivable from/payable to
Apache Corporation
    
    
    373,376
    
    
    
    26,945Increase (decrease) in accrued operating expenses payable
    
    
    6,627
    
    
    
    25,033Net cash provided by operating activities
    
    
    4,104,542
    
    
    
    3,204,365CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and gas properties
    
    
    (518,323
    )
    
    
    (9,744
    )Net cash used in investing activities
    
    
    (518,323
    )
    
    
    (9,744
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to Investing Partners
    
    
    (3,686,932
    )
    
    
    (4,222,585
    )Distributions to Managing Partner
    
    
    (730,964
    )
    
    
    (631,006
    )Net cash used in financing activities
    
    
    (4,417,896
    )
    
    
    (4,853,591
    )NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
    
    
    (831,677
    )
    
    
    (1,658,970
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    2,611,653
    
    
    
    3,333,640CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    1,779,976
    
    
    $
    1,674,670
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 March 31,
    
    
    December 31,2006
    
    
    2005ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,779,976
    
    
    $
    2,611,653Accrued revenues receivable
    
    
    672,472
    
    
    
    1,435,740Receivable from Apache Corporation
    
    
    
    
    
    
    357,2702,452,448
    
    
    
    4,404,663OIL AND GAS PROPERTIES, on the basis of full cost accounting:Proved properties
    
    
    185,597,561
    
    
    
    185,573,656Less  Accumulated depreciation, depletion and amortization
    
    
    (178,806,451
    )
    
    
    (178,354,788
    )6,791,110
    
    
    
    7,218,868$
    9,243,558
    
    
    $
    11,623,531LIABILITIES AND PARTNERS CAPITALCURRENT LIABILITIES:Payable to Apache Corporation
    
    $
    16,106
    
    
    $
    Accrued exploration and development
    
    
    56,906
    
    
    
    551,324Accrued operating expenses
    
    
    67,192
    
    
    
    60,565140,204
    
    
    
    611,889ASSET RETIREMENT OBLIGATION
    
    
    710,427
    
    
    
    700,154PARTNERS CAPITAL:Managing Partner
    
    
    98,747
    
    
    
    255,285Investing Partners (1,053.4 units outstanding)
    
    
    8,294,180
    
    
    
    10,056,2038,392,927
    
    
    
    10,311,488$
    9,243,558
    
    
    $
    11,623,531
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  1. RECEIVABLE FROM/PAYABLE TO APACHE CORPORATION
  2. RIGHT OF PRESENTMENT
  3. ASSET RETIREMENT OBLIGATIONS
  Asset retirement obligation at December 31, 2005
    
    $
    700,154Accretion expense
    
    
    10,273Asset retirement obligation at March 31, 2006
    
    $
    710,427
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##### 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,
    
    
    Increase2006
    
    
    2005
    
    
    (Decrease)Gas volume
 Mcf per day
    
    
    2,772
    
    
    
    3,472
    
    
    
    (20
    %)Average gas
price  per Mcf
    
    $
    9.01
    
    
    $
    6.71
    
    
    
    34
    %Oil volume
 barrels per day
    
    
    174
    
    
    
    253
    
    
    
    (31
    %)Average oil
price  per barrel
    
    $
    61.43
    
    
    $
    48.03
    
    
    
    28
    %Natural gas
liquids (NGL) volume  barrels per day
    
    
    52
    
    
    
    66
    
    
    
    (21
    %)Average NGL
price  per barrel
    
    $
    36.90
    
    
    $
    30.80
    
    
    
    20
    %
 Oil and Gas Sales
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Operating Expenses
   Capital Resources and Liquidity
      Capital Commitments
  6




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ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4  CONTROLS AND PROCEDURES
  FORWARD-LOOKING STATEMENTS AND RISK
  7




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PART II  OTHER INFORMATION
 
   
   
   
   
   
   31.1
    
    
    
    Certification of Chief Executive Officer31.2
    
    
    
    Certification of Chief Financial Officer32.1
    
    
    
    Certification of Chief Executive Officer and Chief Financial Officer
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SIGNATURES
  APACHE OFFSHORE INVESTMENT PARTNERSHIP
By: Apache Corporation, General PartnerDated: October 11, 2006
    /s/ Roger B. PlankRoger B. PlankExecutive Vice President and Chief Financial OfficerDated: October 11, 2006
    /s/ Thomas L. MitchellThomas L. MitchellVice President and Controller
(Chief Accounting Officer)




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31.1
    
    
    
    Certification of Chief Executive Officer31.2
    
    
    
    Certification of Chief Financial Officer32.1
    
    
    
    Certification of Chief Executive Officer and Chief Financial Officer