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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 June 30, 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 June 30, 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 Quarter
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUES:Oil and gas sales
    
    $
    759,274
    
    
    $
    2,601,783
    
    
    $
    1,890,442
    
    
    $
    4,793,207Interest income
    
    
    34
    
    
    
    8,716
    
    
    
    164
    
    
    
    27,002759,308
    
    
    
    2,610,499
    
    
    
    1,890,606
    
    
    
    4,820,209EXPENSES:Depreciation, depletion and amortization
    
    
    182,858
    
    
    
    233,322
    
    
    
    478,390
    
    
    
    459,152Asset retirement obligation accretion
    
    
    16,700
    
    
    
    15,755
    
    
    
    33,159
    
    
    
    31,283Lease operating expenses
    
    
    375,362
    
    
    
    271,454
    
    
    
    763,197
    
    
    
    506,976Gathering and transportation costs
    
    
    8,715
    
    
    
    10,472
    
    
    
    28,682
    
    
    
    30,862Administrative
    
    
    112,500
    
    
    
    103,250
    
    
    
    225,000
    
    
    
    208,000696,135
    
    
    
    634,253
    
    
    
    1,528,428
    
    
    
    1,236,273NET INCOME
    
    $
    63,173
    
    
    $
    1,976,246
    
    
    $
    362,178
    
    
    $
    3,583,936NET INCOME ALLOCATED TO:Managing Partner
    
    $
    47,811
    
    
    $
    437,774
    
    
    $
    163,374
    
    
    $
    798,530Investing Partners
    
    
    15,362
    
    
    
    1,538,472
    
    
    
    198,804
    
    
    
    2,785,406$
    63,173
    
    
    $
    1,976,246
    
    
    $
    362,178
    
    
    $
    3,583,936NET INCOME PER INVESTING PARTNER UNIT
    
    $
    15
    
    
    $
    1,485
    
    
    $
    195
    
    
    $
    2,686WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING
    
    
    1021.5
    
    
    
    1,035.8
    
    
    
    1021.5
    
    
    
    1,037.0
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
 For the Six MonthsEnded June 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    362,178
    
    
    $
    3,583,936Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation, depletion and amortization
    
    
    478,390
    
    
    
    459,152Asset retirement obligation accretion
    
    
    33,159
    
    
    
    31,283Changes in operating assets and liabilities:(Increase) decrease in accrued receivables
    
    
    124,627
    
    
    
    (88,684
    )Increase (decrease) in receivable from/payable to
Apache Corporation
    
    
    (20,241
    )
    
    
    (70,367
    )Increase (decrease) in accrued operating expenses
    
    
    2,005
    
    
    
    (70,008
    )Net cash provided by operating activities
    
    
    980,118
    
    
    
    3,845,312CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and gas properties
    
    
    (585,864
    )
    
    
    (30,432
    )Net cash used in investing activities
    
    
    (585,864
    )
    
    
    (30,432
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repurchase of Partnership Units
    
    
    
    
    
    
    (119,227
    )Distributions to Investing Partners
    
    
    
    
    
    
    (2,076,388
    )Distributions to Managing Partner
    
    
    (172,661
    )
    
    
    (771,107
    )Net cash used in financing activities
    
    
    (172,661
    )
    
    
    (2,966,722
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    221,593
    
    
    
    848,158CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    1,131,615
    
    
    
    2,781,885CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    1,353,208
    
    
    $
    3,630,043
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,353,208
    
    
    $
    1,131,615Accrued revenues receivable
    
    
    141,586
    
    
    
    330,818Accrued insurance receivable
    
    
    64,605
    
    
    
    1,559,399
    
    
    
    1,462,433OIL AND GAS PROPERTIES, on the basis of full cost accounting:Proved properties
    
    
    187,518,766
    
    
    
    186,955,531Less  Accumulated depreciation, depletion and amortization
    
    
    (182,215,936
    )
    
    
    (181,737,546
    )5,302,830
    
    
    
    5,217,985$
    6,862,229
    
    
    $
    6,680,418LIABILITIES AND PARTNERS CAPITALCURRENT LIABILITIES:Payable to Apache Corporation
    
    $
    226,376
    
    
    $
    246,617Accrued exploration and development
    
    
    
    
    
    
    22,629Accrued operating expenses
    
    
    100,611
    
    
    
    98,606326,987
    
    
    
    367,852ASSET RETIREMENT OBLIGATION
    
    
    1,154,967
    
    
    
    1,121,808PARTNERS CAPITAL:Managing Partner
    
    
    55,178
    
    
    
    64,465Investing Partners (1,021.5 units outstanding)
    
    
    5,325,097
    
    
    
    5,126,2935,380,275
    
    
    
    5,190,758$
    6,862,229
    
    
    $
    6,680,418
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
  Recently Adopted Accounting Pronouncements
  
    
    The period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements; and
    
    The circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial statements; and
    
    The disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.
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New Pronouncements Issued But Not Yet Adopted
  TM TM
 2. PAYABLE TO APACHE CORPORATION
  3. RIGHT OF PRESENTMENT
   4. ASSET RETIREMENT OBLIGATIONS
  Asset retirement obligation at December 31, 2008
    
    $
    1,121,808Accretion expense
    
    
    33,159Asset retirement obligation at June 30, 2009
    
    $
    1,154,967
  5




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5. SUBSEQUENT EVENTS
  6




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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 Quarter Ended June 30,
    
    For the Six Months Ended June 30,Increase
    
    
    
    
    
    
    
    
    
    Increase2009
    
    2008
    
    (Decrease)
    
    2009
    
    2008
    
    (Decrease)Gas volume  Mcf per day
    
    
    696
    
    
    
    1,090
    
    
    
    (36
    %)
    
    
    1,139
    
    
    
    1,163
    
    
    
    (2
    %)Average gas price  per Mcf
    
    $
    3.42
    
    
    $
    11.63
    
    
    
    (71
    %)
    
    $
    4.53
    
    
    $
    9.91
    
    
    
    (54
    %)Oil volume  barrels per day
    
    
    97
    
    
    
    117
    
    
    
    (17
    %)
    
    
    105
    
    
    
    120
    
    
    
    (13
    %)Average oil price  per barrel
    
    $
    56.38
    
    
    $
    125.84
    
    
    
    (55
    %)
    
    $
    46.41
    
    
    $
    112.57
    
    
    
    (59
    %)NGL volume  barrels per day
    
    
    17
    
    
    
    18
    
    
    
    (6
    %)
    
    
    16
    
    
    
    25
    
    
    
    (36
    %)Average NGL price  per barrel
    
    $
    28.37
    
    
    $
    62.95
    
    
    
    (55
    %)
    
    $
    26.30
    
    
    $
    50.99
    
    
    
    (48
    %)
 Oil and Gas Sales
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Operating Expenses
    8




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Capital Resources and Liquidity
      Capital Commitments
   9




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Pricing Trends
   2009June
    
    May
    
    April
    
    March
    
    February
    
    JanuaryCrude Oil
    
    $
    69.72
    
    
    $
    59.51
    
    
    $
    50.48
    
    
    $
    48.25
    
    
    $
    39.47
    
    
    $
    41.99Natural Gas
    
    $
    3.53
    
    
    $
    3.29
    
    
    $
    3.97
    
    
    $
    4.13
    
    
    $
    4.49
    
    
    $
    5.96
 2008June
    
    May
    
    April
    
    March
    
    February
    
    JanuaryCrude Oil
    
    $
    134.65
    
    
    $
    125.67
    
    
    $
    112.62
    
    
    $
    105.15
    
    
    $
    94.92
    
    
    $
    92.96Natural Gas
    
    $
    11.86
    
    
    $
    11.01
    
    
    $
    9.52
    
    
    $
    9.11
    
    
    $
    8.03
    
    
    $
    7.08
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Legislative and Regulatory Changes
  
 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
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
 None.
 
 ITEM 1A.
    
    RISK FACTORS
 During the quarter ended June 30, 2009, there were no material changes from the risk
factors as previously disclosed in the Partnerships Form 10-K for the year ended
December 31, 2008, other than the following:Federal climate change regulation could increase the Partnerships operating and capital
costs.The American Clean Energy and Security Act of 2009 (ACES), also known as the
Waxman-Markey Bill, was approved by the U.S. House of Representatives on June 26, 2009.
The ACES, if passed by the U.S. Senate, would establish a variant of a cap-and-trade
plan for greenhouse gases (GHG) in order to address climate change. A cap-and-trade
plan would require businesses that emit more greenhouse gases than permitted to acquire
emission allowances from other businesses that emit greenhouse gases at levels lower than
the limits specified and then surrender these allowances as a credit against such
emissions. As a result of such a plan, the Partnership could be required to implement
costly compliance technology and procedures.Although it is not possible at this time to predict the final outcome of the ACES, any
new federal restrictions on GHG emissions, including a cap-and-trade-plan, that may be
imposed in areas in which the Partnership conducts business could result in increased
compliance costs or additional operating restrictions, and could have an adverse effect
on our business or demand for the crude oil and natural gas it produces.Proposed federal regulation regarding hydraulic fracturing could increase the
Partnerships operating and capital costs.Several proposals are before the U.S. Congress that if implemented would either prohibit
the practice of hydraulic fracturing or subject the process to regulation under the Safe
Drinking Water Act. The Partnership uses fracturing techniques to expand the available
space for natural gas to migrate toward the well-bore.Although it is not possible at this time to predict the final outcome of the legislation
regarding hydraulic fracturing, any new federal restrictions on hydraulic fracturing
could result in increased compliance costs or additional operating restrictions.
 
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY IN SECURITIES AND USE OF PROCEEDS
 None.
 
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
 None.
 
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 None.
 
 ITEM 5.
    
    OTHER INFORMATION
 None.
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ITEM 6.
    
    EXHIBITS
 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:     August 7, 2009
    
    / s / Roger B. Plank

Roger B. Plank
President (principal financial officer)
of Apache Corporation, Managing PartnerDated:     August 7, 2009
    
    / s / Rebecca A. Hoyt

Rebecca A. HoytVice President and Controller (principal accounting officer)
of Apache Corporation, Managing Partner