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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, 2009
 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
(State or other jurisdiction of 
incorporation or organization)
    
    41-1464066
(I.R.S. Employer
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(Do not check if a smaller reporting company)
Smaller reporting company þ o þ
 Number of registrants units outstanding as of March 31, 2009
    
    1,022




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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 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 31,2009
    
    
    2008REVENUES:Oil and gas sales
    
    $
    1,131,168
    
    
    $
    2,191,424Interest income
    
    
    130
    
    
    
    18,2861,131,298
    
    
    
    2,209,710EXPENSES:Depreciation, depletion and amortization
    
    
    295,532
    
    
    
    225,830Asset retirement obligation accretion
    
    
    16,459
    
    
    
    15,528Lease operating expenses
    
    
    387,835
    
    
    
    235,522Gathering and transportation costs
    
    
    19,967
    
    
    
    20,390Administrative
    
    
    112,500
    
    
    
    104,750832,293
    
    
    
    602,020NET INCOME
    
    $
    299,005
    
    
    $
    1,607,690NET INCOME ALLOCATED TO:Managing Partner
    
    $
    115,563
    
    
    $
    360,756Investing Partners
    
    
    183,442
    
    
    
    1,246,934$
    299,005
    
    
    $
    1,607,690NET INCOME PER INVESTING PARTNER UNIT
    
    $
    180
    
    
    $
    1,201WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING
    
    
    1,021.5
    
    
    
    1,038.2
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
 For the Three MonthsEnded March 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    299,005
    
    
    $
    1,607,690Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation, depletion and amortization
    
    
    295,532
    
    
    
    225,830Asset retirement obligation accretion
    
    
    16,459
    
    
    
    15,528Changes in operating assets and liabilities:(Increase) decrease in accrued revenues receivable
    
    
    196,239
    
    
    
    (53,024
    )(Increase) decrease in receivable from/payable to
Apache Corporation
    
    
    (84,281
    )
    
    
    (104,570
    )Increase (decrease) in accrued operating expenses
    
    
    2,005
    
    
    
    (102,159
    )Net cash provided by operating activities
    
    
    724,959
    
    
    
    1,589,295CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and gas properties
    
    
    (473,815
    )
    
    
    (26,843
    )Net cash used in investing activities
    
    
    (473,815
    )
    
    
    (26,843
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to Investing Partners
    
    
    
    
    
    
    (2,076,388
    )Distributions to Managing Partner
    
    
    (145,333
    )
    
    
    (334,236
    )Net cash used in financing activities
    
    
    (145,333
    )
    
    
    (2,410,624
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    105,811
    
    
    
    (848,172
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    1,131,615
    
    
    
    2,781,885CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    1,237,426
    
    
    $
    1,933,713
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,237,426
    
    
    $
    1,131,615Accrued revenues receivable
    
    
    134,579
    
    
    
    330,8181,372,005
    
    
    
    1,462,433OIL AND GAS PROPERTIES, on the basis of full cost accounting:Proved properties
    
    
    187,422,255
    
    
    
    186,955,531Less  Accumulated depreciation, depletion and amortization
    
    
    (182,033,078
    )
    
    
    (181,737,546
    )5,389,177
    
    
    
    5,217,985$
    6,761,182
    
    
    $
    6,680,418LIABILITIES AND PARTNERS CAPITALCURRENT LIABILITIES:Payable to Apache Corporation
    
    $
    162,336
    
    
    $
    246,617Accrued exploration and development
    
    
    15,538
    
    
    
    22,629Accrued operating expenses
    
    
    100,611
    
    
    
    98,606278,485
    
    
    
    367,852ASSET RETIREMENT OBLIGATION
    
    
    1,138,267
    
    
    
    1,121,808PARTNERS CAPITAL:Managing Partner
    
    
    34,695
    
    
    
    64,465Investing Partners (1,021.5 units outstanding)
    
    
    5,309,735
    
    
    
    5,126,2935,344,430
    
    
    
    5,190,758$
    6,761,182
    
    
    $
    6,680,418
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   1. PAYABLE TO APACHE CORPORATION
  2. RIGHT OF PRESENTMENT
   3. ASSET RETIREMENT OBLIGATIONS
  Asset retirement obligation at December 31, 2008
    
    $
    1,121,808Accretion expense
    
    
    16,459Asset retirement obligation at March 31, 2009
    
    $
    1,138,267
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4. RECENTLY ISSUED ACCOUNTING STANDARDS
  5




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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,
    
    Increase2009
    
    2008
    
    (Decrease)Gas volume  Mcf per day
    
    
    1,587
    
    
    
    1,236
    
    
    
    28
    %Average gas price  per Mcf
    
    $
    5.02
    
    
    $
    8.39
    
    
    
    (40
    )%Oil volume  barrels per day
    
    
    113
    
    
    
    123
    
    
    
    (8
    )%Average oil price  per barrel
    
    $
    37.74
    
    
    $
    99.85
    
    
    
    (62
    )%Natural gas liquids (NGL) volume  barrels per day
    
    
    15
    
    
    
    33
    
    
    
    (55
    )%Average NGL price  per barrel
    
    $
    23.79
    
    
    $
    44.46
    
    
    
    (46
    )%
 Oil and Gas Sales
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Operating Expenses
   Capital Resources and Liquidity
      7




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Capital Commitments
        Pricing Trends
  8




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2009
    
    2008March
    
    February
    
    January
    
    March
    
    February
    
    JanuaryCrude Oil
    
    $
    48.25
    
    
    $
    39.47
    
    
    $
    41.99
    
    
    $
    105.15
    
    
    $
    94.92
    
    
    $
    92.96Natural Gas
    
    $
    4.13
    
    
    $
    4.49
    
    
    $
    5.96
    
    
    $
    9.11
    
    
    $
    8.03
    
    
    $
    7.08
  
 ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4  CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  FORWARD-LOOKING STATEMENTS AND RISK
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
    
    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;
    
    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.
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PART II  OTHER INFORMATION
 
   
   
   
   
   
   
  a.
    
    Exhibits
 31.1
    
    Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act) by Principal Executive Officer31.2
    
    Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act) by Principal Financial Officer32.1
    
    Section 1350 Certification (pursuant to Sarbanes-Oxley
Section 906) by Principal Executive Officer and Principal Financial Officer
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SIGNATURES
  APACHE OFFSHORE INVESTMENT PARTNERSHIP
By: Apache Corporation, Managing PartnerDated: May 8, 2009
    /s/  Roger B. PlankRoger B. PlankPresident (principal financial officer)
of Apache Corporation, Managing PartnerDated: May 8, 2009
    /s/  Rebecca A. HoytRebecca A. HoytVice President and Controller (principal accounting officer)
of Apache Corporation, Managing Partner