SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 1996

                                	OR

[   ]  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
--------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


Delaware                                                  	41-1464066
----------------------------------------------------------------------------
(State or other jurisdiction of	                       (I.R.S. Employer
incorporation or organization)                       	Identification Number)

Suite 100, One Post Oak Central
2000 Post Oak Boulevard, Houston, TX                      77056-4400
----------------------------------------------------------------------------
(Address of Principal Executive Offices)                   	(Zip Code)

Registrant's Telephone Number, Including Area Code       	(713) 296-6000
                                                         	---------------
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.


YES  X      NO       
    ----        ----


                      PART I - FINANCIAL INFORMATION

                       ITEM 1 - FINANCIAL STATEMENTS

                   APACHE OFFSHORE INVESTMENT PARTNERSHIP
                               BALANCE SHEET

<TABLE>
	                                                	September 30, 	December 31,
                                                     	1996	         1995
                                                 	-------------  ------------
                                                 		(Unaudited)
ASSETS 

CURRENT ASSETS:
 <S>                                              <C>            <C>     
	Cash and cash equivalents	                       $	  3,113,711	 $       	104
	Oil and gas revenue receivable		                     2,157,480		   2,744,988
	Receivable from Apache		                               434,039          		--
	Drilling advances                                         		--	       	8,570
                                                 		-------------		------------
                                                    		5,705,230	   	2,753,662
                                                 		-------------		------------

OIL AND GAS PROPERTIES, on the basis
 of full cost accounting:
	Proved properties		                                162,262,271	 	161,821,838
	Less - accumulated depreciation,
		depletion and amortization	                     	(154,449,899)	(151,089,712)
                                                			-------------		------------
                                                    		7,812,372	  	10,732,126
                                                 		-------------		------------
                                                  	$	13,517,602	 $	13,485,788
                                                 		=============		============


LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Distribution payable	                            $ 	4,198,903 	$        	--
  Accrued exploration and development		                 138,725	     	426,930
  Other accrued expenses                              		445,169		     207,422
  Payable to Apache Corporation	                            	--	      	69,824
                                                 			------------		------------
                                                   			4,782,797	     	704,176
                                                 			------------		------------

LONG-TERM DEBT		                                      2,550,000		   7,310,000
                                                 			------------		------------

PARTNERS' CAPITAL:
	Managing Partner		                                     982,145	     	966,580
	Investing Partners (1,199.7 and 1,212.3 units 
		outstanding, respectively)		                        5,202,660		   4,505,032
                                                 				------------		------------
                                                  				6,184,805	   	5,471,612
                                                  			------------ 		------------
                                                  	$	13,517,602	 $	13,485,788
                                                  		============		============
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.
1
<PAGE>

                     APACHE OFFSHORE INVESTMENT PARTNERSHIP
                              STATEMENT OF INCOME
                                  (Unaudited)

<TABLE>
                                      	For the Quarter	For the Nine Months
                                	Ended September 30,	       Ended September 30,
                             	--------------------------	---------------------------
                                  	1996	         1995	      1996	        1995
                               	------------	------------	------------	------------
REVENUES:
 <S>                            <C>         <C>         <C>          <C>
	Oil and gas sales	             $	3,414,308	$	3,132,379	$	13,231,038	$	8,946,091
	Interest income                   		22,607		        --     		22,607	        	--
                            				-----------	 	----------		----------- 	------------
                              				3,436,915	 	3,132,379	  13,253,645 		8,946,091
                               	------------	----------	 -----------  	------------
EXPENSES:
	Depreciation, depletion 
	 and amortization		                825,367		 1,173,405		  3,360,187		 3,091,587
	Lease operating		                  269,154	   	252,048		    980,800		   844,921
	Administrative	                   	132,499	   	132,500		    397,499		   397,500
	Financing costs:
		Interest expense	                 	84,420		   149,757		    295,857		   444,724
		Amortization of deferred
		 financing costs	                     	--	        	--         		--	    	14,583
                            				------------		------------		------------		------------
		                              		1,311,440		 1,707,710		  5,034,343		 4,793,315
                            				------------	----------- 	---------- 		------------

NET INCOME	                     $	2,125,475	$	1,424,669	  $	8,219,302	$4,152,776
                            				============		============		============		============

Allocated to: 
	Managing Partner	              $  	504,691	$	  456,372	  $	1,968,718	$1,217,925
	Investing Partners		             1,620,784		   968,297		   6,250,584		2,934,851
                            				------------		------------		------------		------------
	                             		$	2,125,475	$	1,424,669	  $	8,219,302	$4,152,776
                           				============		============		============		============

NET INCOME PER WEIGHTED
 AVERAGE INVESTING PARTNER UNIT	$    	1,351	$      	788	  $    	5,177	$   	2,377
                            				============		============		============		============

WEIGHTED AVERAGE INVESTING PARTNER
 UNITS OUTSTANDING		                1,199.7		   1,229.1		     1,207.4		  1,234.8
                            				============		============		============	===========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.
2
<PAGE>

                        APACHE OFFSHORE INVESTMENT PARTNERSHIP
                               STATEMENT OF CASH FLOWS
                                      (Unaudited)

<TABLE>
                                                      	For the Nine Months
                                                      	Ended September 30,
                                                 	------------------------------
                                                     	1996	           1995
                                                  	-------------	-------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 <S>                                               <C>            <C>
	Net income		                                      $	8,219,302	   $	4,152,776
		Adjustments to reconcile net income to
		net cash provided by operating activities:
			Depreciation, depletion and amortization		        3,360,187		    3,091,587
			Amortization of deferred financing costs		               --		       14,583
	Changes in operating assets and liabilities:
			Decrease in revenue receivable		                    587,508		       25,820
			Increase in other accrued expenses	                	237,747		        1,728
			Increase in receivable from Apache Corporation	   	(503,863)		    (557,418)
                                            								------------		------------

	Net cash provided by operating activities		        11,900,881    		6,729,076
                                           								------------		------------

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to oil and gas properties	                	(440,433)	  	(2,881,535)
	Non-cash portion of oil and gas property additions	 	(288,205)	     	507,331
	Decrease (increase) in drilling advances              		8,570	     	(233,458)
                                            								------------		------------

	Net cash used by investing activities	              	(720,068)	  	(2,607,662)
                                            								------------		------------

CASH FLOWS FROM FINANCING ACTIVITIES:
	Acquisition of Partnership Units	                   	(141,732)		   (108,125)
	Distributions to Managing Partner, net	           	(1,953,153) 		(1,390,769)
	Distributions to Investing Partners	              	(1,212,321)	 	(1,857,520)
	Payments on long-term debt	                       	(4,760,000)		   (765,000)
                                            								------------		------------

	Net cash used by financing activities	            	(8,067,206)	 	(4,121,414)
                                            								------------		------------

NET INCREASE IN CASH AND CASH EQUIVALENTS	          	3,113,607	         	--

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	             	104		         104
                                           								------------		------------

CASH AND CASH EQUIVALENTS, END OF PERIOD	          $	3,113,711	 $       	104
                                          								============		============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the period for interest	         $  	244,855	 $	   451,024
                                          								============		============
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.
3
<PAGE>

                      APACHE OFFSHORE INVESTMENT PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS 
                                  (Unaudited)



	The financial statements included herein have been prepared by the 
Apache Offshore Investment Partnership (Partnership), without audit, 
pursuant to the rules and regulations of the Securities and Exchange 
Commission, and reflect all adjustments which are, in the opinion of 
management, necessary for a fair statement of the results for the interim 
periods, on a basis consistent with the annual audited financial 
statements. All such adjustments are of a normal, recurring nature.  
Certain information, accounting policies, and footnote disclosures normally 
included in financial statements prepared in accordance with generally 
accepted accounting principles have been omitted pursuant to such rules and 
regulations, although the Partnership believes that the disclosures are 
adequate to make the information presented not misleading.  These financial 
statements should be read in conjunction with the financial statements and 
the summary of significant accounting policies and notes thereto included 
in the Partnership's latest annual report on Form 10-K.

1. OTHER ACCRUED EXPENSES

	Accrued expenses payable at September 30, 1996, primarily represented 
operating costs accrued in August and September that will be paid in 
October.

2. PAYABLE TO/RECEIVABLE FROM APACHE

	The payable to/receivable from Apache Corporation (Apache) represents 
the net result of the Investing Partners' revenue and expenditure 
transactions in the current month.  Cash in this amount will normally be 
transferred to/from Apache in the following month after the Partnership's 
transactions are processed and the net results of operations are 
determined.

3. RIGHT OF PRESENTMENT

	In February 1994, an amendment to the Partnership Agreement created a 
right of presentment under which all Investing Partners now have a limited 
and voluntary right to offer their Units to the Partnership twice each year 
to be repurchased for cash.  The first right of presentment offer for 1996 
of $10,698 per Unit, plus interest to the date of payment, was made to the 
Investing Partners on April 29, 1996.  As a result, the Partnership 
acquired 12.667 Units for a total of $141,732 in cash.  A second right of 
presentment offer of $10,572 per Unit, plus interest to the date of 
payment, was made to the Investing Partners on October 30, 1996, based on a 
valuation date of June 30, 1996.  The Partnership is not in a position to 
predict how many Units will be presented for repurchase under the October 
1996 offer and cannot, at this time, determine if the Partnership will have 
sufficient funds available for repurchasing Units.  The Amended Partnership 
Agreement contains limitations on the number of Units that the Partnership 
can repurchase, including a limit of 10 percent of the outstanding Units on 
an annual basis.


4
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS	OF OPERATIONS

	The Partnership realized record net income per weighted average 
Investing Unit and the second best cash flow from operating activities for 
the nine months ended September 30, 1996, as compared with any other nine 
month period in its history.  Solid increases in both crude oil and natural 
gas prices contributed to the Partnership's improved results.  The average 
realized natural gas price for the first nine months of 1996 was the 
highest in the last ten years.  As a result of the improved cash flow, the 
Partnership reduced outstanding debt to $2.6 million and, in October 1996, 
made a $3,500 per-Unit distribution.


RESULTS OF OPERATIONS

Net Income and Revenue

	The Partnership reported net income of $2.1 million in the third 
quarter of 1996, versus $1.4 million in the prior year period.  Earnings 
per Investing Partner Unit increased 71 percent, to $1,351 from $788.  
Higher natural gas and crude oil prices and lower DD&A and financing costs 
led the way to the Partnership's improved results.

	For the first nine months of 1996, net income of $8.2 million, or 
$5,177 per Investing Partner Unit, increased 98 percent and 118 percent, 
respectively, from $4.2 million and $2,377 per Unit in the same period last 
year.  Impacting 1996 results were strong natural gas and crude oil prices 
and lower financing costs, partially offset by slight increases in 
depreciation, depletion and amortization (DD&A) and lease operating 
expenses.  Net income per Investing Partner Unit was also positively 
impacted by a two percent decrease in the weighted average Units 
outstanding.

	Revenues increased ten percent, from $3.1 million in the third quarter 
of 1995, to $3.4 million for the same period in 1996.  Natural gas and 
crude oil sales contributed 82 percent and 17 percent, respectively, to the 
Partnership's total revenue in the third quarter, with the remainder 
attributable to interest income.

	For the first nine months of 1996, revenues increased 48 percent, to 
$13.3 million compared to the same period in 1995, with natural gas and 
crude oil contributing 80 percent and 19 percent, respectively, to total 
revenue.  While oil and gas prices are currently higher than amounts 
realized a year ago, the Partnership is not in a position to predict future 
prices.

	The Partnership's oil and gas production volume and price information 
is summarized in the following tables:
<TABLE>
                      	For the Quarter Ended September 30,	For the Nine Months Ended September 30,
                       	----------------------------------	--------------------------------------
                                          			Increase	                        		Increase
                              	1996   	1995	(Decrease)        	1996	   1995    (Decrease)
                             	------	 ------	--------	        ------ 	------  	--------
<S>                            <C>     <C>      <C>            <C>      <C>         <C>
Gas Volume - Mcf per day	     	13,950		16,358  	(15%)	       		16,208	 	15,844     	2%

Average Gas Price - per Mcf   	$	2.20	 $	1.45	   52%	          $	2.40	  $	1.48	    62%

Oil Volume - Barrels per day	    	297	   	640  	(54%)		           472		    553	   (15%)

Average Oil Price - Per barrel	$21.45 	$16.10   	33%	          $	19.90	$	16.88	    18%

</TABLE>
5
<PAGE>

	Third Quarter 1996 Compared to Third Quarter 1995

	Natural gas sales for the third quarter of 1996 totaled $2.8 million, 
30 percent higher than those recorded in the third quarter of 1995.  The 
increase was driven by higher average realized natural gas prices, which 
increased 52 percent, favorably impacting revenue by $1 million.  Partially 
offsetting this increase was a 15-percent decline in natural gas production 
for the third quarter from the same period last year, reducing revenues by 
$.3 million.  Third quarter 1996 gas sales volumes were reduced by the 
Partnership selling less than its entitlement at South Pass 83, Ship Shoal 
259 and North Padre 959, where make-up volumes were taken by under-produced 
working interest owners, and by natural declines in production at Matagorda 
681, South Pass 83, Ship Shoal 259 and South Timbalier 295.

	The Partnership's crude oil sales for the third quarter totaled $.6 
million, a 38-percent decrease from the third quarter of 1995.  The average 
realized price for the third quarter increased 33 percent when compared to 
the same period last year, favorably impacting revenues by $.1 million.  
Offsetting the benefit of higher crude oil prices was a 54-percent decrease 
in production versus third quarter 1995, reducing sales by $.5 million.  
This decrease is primarily a result of the Partnership selling less than 
its entitlement on South Timbalier 295 in order to make-up for previously 
over-produced volumes resulting from an allocation error by the operator.

	Year-to-Date 1996 Compared to Year-to-Date 1995

	Gas sales for the first nine months of 1996 of $10.7 million increased 
$4.3 million, or 67 percent, when compared to the same period in 1995.  
Average realized gas prices increased $.92 per Mcf, or 62 percent, when 
compared with the first nine months of 1995, favorably impacting revenues 
by $4.1 million.  In addition to the increased revenues provided by higher 
gas prices, gas production for the first nine months of 1996 increased by 
two percent when compared to the same period in 1995, adding $.2 million in 
revenues. Production increases in 1996 resulting from the capital workover 
program completed at the North Padre Island 959, Ship Shoal 259, South 
Timbalier 295 and High Island A-6 properties in the second half of 1995 
were partially offset by natural declines at Matagorda 681 and South 
Timbalier 295, and the Partnership selling less than its entitlement at 
North Padre 959, South Pass 83 and Ship Shoal 259, where make-up volumes 
were allocated to under-produced third parties.

	For the nine months ended September 30, 1996, oil sales increased one 
percent, to $2.6 million, from the same period last year.  The 
Partnership's oil sales revenues were favorably impacted by an 18-percent 
increase in realized prices, contributing $.4 million.  Offsetting the 
increase in revenues from higher prices was a 15-percent decline in oil 
production.  The decreases in sales volumes resulted from make-up of over-
delivered production by third parties in the third quarter of this year and 
from lower production due to natural decline at South Timbalier 295.

	Given the small number of producing wells owned by the Partnership, 
and the fact that offshore wells tend to decline on a steeper curve than 
onshore wells, the Partnership's future production will be subject to more 
volatility than those entities with greater reserves and longer-lived 
properties.


OPERATING EXPENSES

	The Partnership's DD&A expense for the third quarter of 1996 decreased 
30 percent from the same period last year as a result of lower production 
on an equivalent barrel basis.  However, DD&A expense for the first nine 
months increased nine percent when compared to the same period a year ago.  
The Partnership's DD&A rate, expressed as a percentage of sales, was 25 
percent during the first nine months of 1996, a decrease from 35 percent in 
1995.  The year-to-year decrease in DD&A rate is primarily a result of 
improved pricing for natural gas and crude oil and positive reserve 
revisions at year-end 1995.

6
<PAGE>

	Lease operating expense (LOE) for the third quarter increased seven 
percent when compared to the third quarter of 1995.  LOE of $1.0 million 
increased by $.1 million, or 16 percent, during the first nine months of 
1996 compared to the first nine months of 1995.  These increases were 
primarily the result of workover expenses recorded on South Timbalier 295 
in the first quarter of this year and lower credits to LOE attributable to 
the High Island A-6 platform throughout the year.  The Partnership, through 
its ownership in the platform, receives credits against LOE for fees 
charged to third parties whose gas is processed at the platform.  In 1996, 
the third party volumes have declined, resulting in lower processing 
credits against LOE to the Partnership.

	Financing costs decreased 44 percent in the third quarter and 36 
percent in the first nine months, when compared to the same periods in 
1995.  The decrease in financing costs was primarily a result of the 
reduction in the average debt outstanding and the weighted average interest 
rate from $8.7 million and 6.79 percent in the first nine months of 1995 to 
$2.6 million and 6.22 percent, respectively, for the comparable period in 
1996.


CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES

Capital Resources and Liquidity

	The Partnership's primary capital resources are net cash provided by 
operating activities and proceeds from financing activities. 

	Net cash provided by operating activities was $11.9 million for the 
first nine months of 1996, an increase of 77 percent from a year ago, 
reflecting improved oil and gas pricing.  Future cash flows will be 
influenced by product prices and production and are not presently 
ascertainable.

	During September 1996, based on its projection of future needs, the 
Partnership reduced its available commitment under its reducing revolving 
credit facility by $5.1 million to reduce fees.  At September 30, 1996, the 
available commitment under the Partnership's reducing revolving credit 
facility was $5.1 million, of which $2.6 million was outstanding.  The 
available commitment reduces by $1.3 million per quarter, beginning in 
October 1997, with the outstanding loan balance to be repaid by July 1998. 
During the first nine months of 1996, debt was reduced by $4.8 million, 
primarily resulting from increased cash flow and limited capital 
expenditures.

	Apache is contingently liable for obligations of the Partnership and 
is subject to certain requirements under the terms of the credit facility.  
Apache was in compliance with such covenants at September 30, 1996.  The 
credit facility had an average rate of interest of 6.20 percent during the 
third quarter of 1996 which compares to an average rate of 6.71 percent a 
year ago.  The Partnership will attempt to maintain availability under its 
credit facility as cushion for unforeseen expenditures and contingencies.

	It is expected that the net cash provided by operating activities, the 
cash available under the Partnership's credit facility and the Managing 
Partner contributions will be sufficient to meet the Partnership's 
liquidity needs through the end of 1996.  However, in the event short-term 
operating cash requirements are greater than the Partnership's financial 
resources, the Partnership will seek short-term interest-bearing advances 
from the Managing Partner.

Capital Commitments

	The Partnership's primary needs for cash are for operating expenses, 
repayment of principal and interest on outstanding debt, drilling and 
recompletion expenditures, distributions to Investing Partners and the 
purchase of Units offered by Investing Partners under the right of 
presentment.

7
<PAGE>

	As provided in the Amended Partnership Agreement, a second right of 
presentment offer of $10,572 per Unit, plus interest to the date of 
payment, was made to Investing Partners on October 30, 1996, based on a 
valuation date of June 30, 1996.  The Partnership is not in a position to 
predict how many Units will be presented for repurchase during 1996 and 
cannot, at this time, determine if the Partnership will have sufficient 
funds available to repurchase Units.

	During the first nine months of 1996, the Partnership's oil and gas 
property additions totaled $.4 million.  These additions largely related to 
recompletions performed at South Pass 83 and Ship Shoal 259.  Based on 
information supplied by the operators of the Partnership properties, the 
Partnership estimates $.7 million of oil and gas property additions will be 
incurred in the last quarter of 1996.  The anticipated capital expenditures 
relate to planned development activity at South Timbalier 295, which 
include the drilling of a water injection well, a sidetrack to the A-1 well 
and a twin to the A-2 well.  Such estimates may change based on realized 
prices, drilling results or changes to the plans by the operator.

	The Partnership made a $1,000 per-Unit distribution during March 1996, 
and a $3,500 distribution on October 1, 1996.  The amount of future 
distributions will be dependent on actual and expected production levels, 
realized and expected oil and gas prices, debt service requirements and 
expected drilling and recompletion expenditures.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 
1995 ("PSLRA")

	The foregoing discussion and analysis contains certain 
"forward-looking statements" as defined by the PSLRA including, without 
limitation, discussions as to expectations, beliefs, plans, objectives and 
future financial performance, and assumptions underlying or concerning matters 
discussed reflecting management's current expectations of the manner in 
which the various factors discussed therein may affect the Partnership's 
business in the future. Any matters that are not historical facts are 
forward-looking and, accordingly, involve estimates, assumptions and 
uncertainties which could cause actual results or outcomes to differ 
materially from those expressed in the forward-looking statements. There is 
no assurance that the Partnership's expectations will be realized or that 
unexpected events will not have an adverse impact on the Partnership's 
business.

8
<PAGE>

                        PART II - OTHER INFORMATION



ITEM 1.	LEGAL PROCEEDINGS

	None.

ITEM 2.	CHANGES IN SECURITIES

	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.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

	a.	Exhibits.

27.1 	Financial Data Schedule.

	b.	Reports on Form 8-K - None.


9
<PAGE>

                                      SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned thereunto duly authorized.


                         					APACHE OFFSHORE INVESTMENT PARTNERSHIP
                         					By:	Apache Corporation, General Partner



Dated:	November 12, 1996    		/s/ Mark A. Jackson
                           			------------------------------------------
                         					Mark A. Jackson
                         					Vice President and Chief Financial Officer


Dated:	November 12, 1996		    /s/ Thomas L. Mitchell
                         					------------------------------------------
                         					Thomas L. Mitchell
                         					Controller and Chief Accounting Officer

<PAGE>