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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, 2008
 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 No.)Suite 100, One Post Oak Central2000 Post Oak Boulevard, Houston, TX
    
    77056-4400(Address of Principal Executive Offices)
    
    (Zip Code)
   þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
 Number of Registrants units, outstanding as of March 31, 2008
    
    
    1,038




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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. EXHIBITSSIGNATURESEXHIBIT INDEXCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO & CFO Pursuant to Section 1350-    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 31,2008
    
    
    2007REVENUES:Oil and gas sales
    
    $
    2,191,424
    
    
    $
    1,888,281Interest income
    
    
    18,286
    
    
    
    29,5412,209,710
    
    
    
    1,917,822EXPENSES:Depreciation, depletion and amortization
    
    
    225,830
    
    
    
    271,990Asset retirement obligation accretion
    
    
    15,528
    
    
    
    10,889Lease operating expenses
    
    
    235,522
    
    
    
    224,170Gathering and transportation costs
    
    
    20,390
    
    
    
    25,280Administrative
    
    
    104,750
    
    
    
    107,000602,020
    
    
    
    639,329NET INCOME
    
    $
    1,607,690
    
    
    $
    1,278,493NET INCOME ALLOCATED TO:Managing Partner
    
    $
    360,756
    
    
    $
    306,176Investing Partners
    
    
    1,246,934
    
    
    
    972,317$
    1,607,690
    
    
    $
    1,278,493NET INCOME PER INVESTING PARTNER UNIT
    
    $
    1,201
    
    
    $
    928WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING
    
    
    1,038.2
    
    
    
    1,048.3
 
 1




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APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
 For the Three MonthsEnded March 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,607,690
    
    
    $
    1,278,493Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation, depletion and amortization
    
    
    225,830
    
    
    
    271,990Asset retirement obligation accretion
    
    
    15,528
    
    
    
    10,889Changes in operating assets and liabilities:(Increase) decrease in accrued revenues receivable
    
    
    (53,024
    )
    
    
    56,380(Increase) decrease in receivable from/payable to
Apache Corporation
    
    
    (104,570
    )
    
    
    (128,011
    )Increase (decrease) in accrued operating expenses
    
    
    (102,159
    )
    
    
    46,575Net cash provided by operating activities
    
    
    1,589,295
    
    
    
    1,536,316CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and gas properties
    
    
    (26,843
    )
    
    
    (4,731
    )Net cash used in investing activities
    
    
    (26,843
    )
    
    
    (4,731
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to Investing Partners
    
    
    (2,076,388
    )
    
    
    (2,096,555
    )Distributions to Managing Partner
    
    
    (334,236
    )
    
    
    (325,188
    )Net cash used in financing activities
    
    
    (2,410,624
    )
    
    
    (2,421,743
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (848,172
    )
    
    
    (890,158
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    2,781,885
    
    
    
    2,358,999CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    1,933,713
    
    
    $
    1,468,841
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,933,713
    
    
    $
    2,781,885Accrued revenues receivable
    
    
    415,283
    
    
    
    362,259Receivable from Apache Corporation
    
    
    53,598
    
    
    
    2,402,594
    
    
    
    3,144,144OIL AND GAS PROPERTIES, on the basis of full cost accounting:Proved properties
    
    
    186,027,141
    
    
    
    185,999,480Less  Accumulated depreciation, depletion and amortization
    
    
    (181,061,744
    )
    
    
    (180,835,913
    )4,965,397
    
    
    
    5,163,567$
    7,367,991
    
    
    $
    8,307,711LIABILITIES AND PARTNERS CAPITALCURRENT LIABILITIES:Payable to Apache Corporation
    
    $
    
    
    
    $
    50,972Accrued exploration and development
    
    
    818
    
    
    
    Accrued operating expense
    
    
    136,159
    
    
    
    238,318136,977
    
    
    
    289,290ASSET RETIREMENT OBLIGATION
    
    
    1,073,847
    
    
    
    1,058,319PARTNERS CAPITAL:Managing Partner
    
    
    57,722
    
    
    
    31,203Investing Partners (1,038.2 units outstanding)
    
    
    6,099,445
    
    
    
    6,928,8996,157,167
    
    
    
    6,960,102$
    7,367,991
    
    
    $
    8,307,711
 
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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, 2007
    
    $
    1,058,319Accretion expense
    
    
    15,528Asset retirement obligation at March 31, 2008
    
    $
    1,073,847
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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,
    
    Increase2008
    
    2007
    
    (Decrease)Gas volume  Mcf per day
    
    
    1,236
    
    
    
    1,826
    
    
    
    (32
    %)Average gas price  per Mcf
    
    $
    8.39
    
    
    $
    7.22
    
    
    
    16
    %Oil volume  barrels per day
    
    
    123
    
    
    
    119
    
    
    
    3
    %Average oil price  per barrel
    
    $
    99.85
    
    
    $
    60.56
    
    
    
    65
    %Natural gas liquids (NGL) volume  barrels per day
    
    
    33
    
    
    
    19
    
    
    
    74
    %Average NGL price  per barrel
    
    $
    44.46
    
    
    $
    31.92
    
    
    
    39
    %
 Oil and Gas Sales
      5




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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
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  7




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FORWARD-LOOKING STATEMENTS AND RISK
   8




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PART II  OTHER INFORMATION
 
   
   
   
   
   
   
   31.1
    
       Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act) by Chief Executive Officer31.2
    
       Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act) by Chief Financial Officer32.1
    
       Section 1350 Certification (pursuant to Sarbanes-Oxley
Section 906) by Chief Executive Officer and Chief Financial Officer
 9




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SIGNATURES
  APACHE OFFSHORE INVESTMENT PARTNERSHIP
By: Apache Corporation, General PartnerDated: May 9, 2008
    /s/  Roger B. PlankRoger B. PlankExecutive Vice President and Chief Financial OfficerDated: May 9, 2008
    /s/  Rebecca A. HoytRebecca A. HoytVice President and Controller
(Chief Accounting Officer)




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EXHIBIT INDEX
 Exhibits Description
 31.1
    
       Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act) by Chief Executive Officer31.2
    
       Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act) by Chief Financial Officer32.1
    
       Section 1350 Certification (pursuant to Sarbanes-Oxley
Section 906) by Chief Executive Officer and Chief Financial Officer