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 June 30, 1997

                               	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       
    ----        ----
<PAGE>

                    PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

               APACHE OFFSHORE INVESTMENT PARTNERSHIP
                       STATEMENT OF INCOME
                          (Unaudited)
<TABLE>
                                         	For the Quarter	         For the Six Months
                                          	Ended June 30,           	Ended June 30,
                                   	---------------------------	-----------------------------
                                          	1997       	1996      	1997       	1996
                                     	------------	------------	------------	------------

REVENUES:
 <S>                                   <C>         <C>         <C>         <C>
	Oil and gas sales	                    $	2,699,952	$	4,802,492	$	6,398,643	$	9,816,730
	Interest income	                          	15,770	        	--	     25,162        		--
                                   				-----------		-----------		-----------		-----------
                                     				2,715,722	 	4,802,492	 	6,423,805	 	9,816,730
                                   				-----------		-----------		-----------		-----------
EXPENSES:
	Depreciation, depletion 
	 and amortization	                       	632,622	 	1,231,494	 	1,474,089	 	2,534,820
	Lease operating	                         	166,308	   	367,811   		257,476	   	711,646
	Administrative	                          	135,000	   	131,557	   	270,000	   	265,000
	Interest	                                     	--	    	74,798	    	12,818	   	211,437
                                   				-----------		-----------		-----------		-----------
                                       				933,930	 	1,805,660	 	2,014,383		 3,722,903
                                   				-----------		-----------		-----------		-----------

NET INCOME	                            $	1,781,792	$	2,996,832	$	4,409,422	$	6,093,827
                                   				===========		===========		===========		===========

Net income allocated to: 
	Managing Partner	                     $  	419,801	$  	719,897	$	1,031,257	$	1,464,027
	Investing Partners	                    	1,361,991	 	2,276,935 		3,378,165 		4,629,800
                                   				-----------		-----------		-----------		-----------
	                                    		$	1,781,792	$	2,996,832	$	4,409,422	$	6,093,827
                                   				===========		===========		===========		===========

NET INCOME PER WEIGHTED
 AVERAGE INVESTING PARTNER UNIT	       $    	1,138	$    	1,882	$    	2,822	$	    3,822
                                   				===========		===========		===========		===========

WEIGHTED AVERAGE INVESTING PARTNER
 UNITS OUTSTANDING	                       	1,196.6	   	1,210.1   		1,197.2	    	1,211.2
                                   				============		============		============	===========
</TABLE>


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

                      APACHE OFFSHORE INVESTMENT PARTNERSHIP
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                       	For the Six Months
                                                         	Ended June 30,
                                                    	------------------------------
                                                         	1997        	1996
                                                     	-------------	-------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 <S>                                                   <C>         <C>
	Net income		                                          $	4,409,422	$	6,093,827
	Adjustments to reconcile net income to
	 net cash provided by operating activities:
		Depreciation, depletion and amortization	             	1,474,089 		2,534,820
		Changes in operating assets and liabilities:
			(Increase) decrease in accrued revenues receivable	  	1,726,230	    	(2,596)
			Increase (decrease) in accrued 
				operating expenses payable	                          	(157,063)   	138,806
			(Increase) decrease in receivable 
				from Apache Corporation	                             	(933,964)	  	126,846
                                                							------------		------------

		Net cash provided by operating activities	            	6,518,714  	8,891,703
                                               								------------		------------

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to oil and gas properties	                 	(1,258,598)	  	(181,951)
	Non-cash portion of oil and gas property additions	     	121,993	   	(380,126)
	Decrease in drilling advances	                               	--	      	8,570
                                              								------------		------------

		Net cash used in investing activities	              	(1,136,605)	   (553,507)
                                              								------------		------------

CASH FLOWS FROM FINANCING ACTIVITIES:
	Repurchase of Partnership Units	                       	(109,272)  		(141,732)
	Distributions to Investing Partners	                 	(1,197,827)		(1,212,321)
	Distributions to Managing Partner, net              		(1,269,264)		(1,224,143)
	Payments on long-term debt                          		(1,997,500)		(4,760,000)
                                              								------------		------------

		Net cash used in financing activities	              	(4,573,863)		(7,338,196)
                                              								------------		------------

NET INCREASE IN CASH AND CASH EQUIVALENTS	               	808,246	  	1,000,000

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR          		1,737,470        		104
                                             								------------		------------

CASH AND CASH EQUIVALENTS, END OF PERIOD             	$	2,545,716	 $	1,000,104
                                             								============		============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the period for interest	            $   	11,073	 $  	211,437
                                              							============		============
</TABLE>


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

                  APACHE OFFSHORE INVESTMENT PARTNERSHIP
                             BALANCE SHEET

<TABLE>
	
                                                      	June 30,      	December 31,
                                                       	1997	            1996
                                                  	----------------	----------------
                                                     	(Unaudited)
ASSETS 

CURRENT ASSETS:
 <S>                                               <C>             <C>
	Cash and cash equivalents	                        $    	2,545,716	$   	1,737,470
	Accrued revenues receivable		                           1,319,955 	   	3,046,185
	Receivable from Apache		                                   90,880           		--
                                                 		---------------		---------------
                                                       		3,956,551	    	4,783,655
                                                 		---------------		---------------

OIL AND GAS PROPERTIES, on the basis
 of full cost accounting:
	Proved properties	                                   	164,136,501	 	162,877,903
	Less - Accumulated depreciation,
		depletion and amortization	                        	(156,883,983)	(155,409,894)
                                                			---------------		---------------
                                                       		7,252,518   		7,468,009
                                                 		---------------		---------------
                                                  	$   	11,209,069	$ 	12,251,664
                                                 		===============		===============

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
	Accrued exploration and development	              $      	635,941	$    	513,948
	Accrued operating expenses payable and other	            	241,835	     	398,898
	Payable to Apache Corporation                                		--	     	843,084
                                                				---------------		---------------
                                                       				877,776	   	1,755,930
                                                 			---------------		---------------

LONG-TERM DEBT	                                                	--	   	1,997,500
                                                 			---------------		---------------

PARTNERS CAPITAL:
	Managing Partner	                                        	853,182	   	1,091,189
	Investing Partners (1,190.2 and 1,197.9 units 
		outstanding, respectively)	                           	9,478,111	   	7,407,045
                                                 				---------------		---------------
                                                    				10,331,293	   	8,498,234
                                                 				---------------		---------------
                                                   	$  	11,209,069	$ 	12,251,664
                                                  		===============		===============
</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 June 30, 1997, primarily represented 
operating costs accrued in May and June that will be paid in July.

2. PAYABLE TO/RECEIVABLE FROM APACHE

  	The payable to/receivable from Apache Corporation, the Partnership's 
managing partner (Apache or Managing Partner), represents the net result of 
the Investing Partners' revenue and expenditure transactions in the current 
month. Generally, cash in this amount will 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 have a limited and 
voluntary right to offer their Units to the Partnership twice each year to 
be purchased for cash.  The first right of presentment offer for 1997 was 
based upon a valuation date of December 31, 1996 for a purchase price of 
$13,621 per Unit, plus interest to the date of payment. The offer was made 
to the Investing Partners on April 28, 1997 and, as a result, the 
Partnership acquired 7.666 Units for a total of $109,272 in cash.  As 
provided in the Partnership Agreement as amended to-date (Amended 
Partnership Agreement), Investing Partners will have a second right of 
presentment during the fourth quarter of 1997 based on a valuation date of 
June 30, 1997.  The Partnership is not in a position to predict how many 
Units will be presented for repurchase under the later 1997 offer and 
cannot, at this time, determine if the Partnership will have sufficient 
funds available to repurchase 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


RESULTS OF OPERATIONS

Net Income and Revenue

  	The Partnership reported net income of $1.8 million in the second 
quarter of 1997, versus $3.0 million in the prior year period.  Earnings 
per Investing Partner Unit decreased 40 percent, from $1,882 to $1,138.  
The decrease was attributable to lower natural gas and crude oil production 
and prices, partially offset by lower depreciation, depletion and 
amortization expense (DD&A), lease operating expense (LOE) and financing 
costs.

  	For the first half of 1997, net income of $4.4 million, or $2,822 per 
Investing Partner Unit, decreased 28 percent and 26 percent, respectively, 
from $6.1 million and $3,822 per Unit in the same period last year.  
Impacting 1997 results were lower natural gas and crude oil production, 
partially offset by lower DD&A, LOE and financing costs.

  	Revenues decreased 43 percent, from $4.8 million in the second quarter 
of 1996 to $2.7 million for the same period in 1997.  Natural gas and crude 
oil sales contributed 78 percent and 21 percent, respectively, to the 
Partnership's total revenues, with one percent attributable to interest 
income.  For the first six months of 1997, revenues decreased 35 percent, 
to $6.4 million compared to the same period in 1996 due primarily to lower 
production, with natural gas and oil contributing 79 percent and 21 
percent, respectively, to total revenue.

  	The Partnership's gas and oil production volume and price information 
is summarized in the following tables:

<TABLE>
                       	For the Quarter Ended June 30,	For the Six Months Ended June 30,
                               --------------------- ----------------------
                                	1997  	1996  Change 	1997   	1996	Change
                               	------	------	-------	------	------	-------
<S>                             <C>     <C>    <C>    <C>     <C>    <C>
Gas Volume - Mcf per day		      11,203		17,257	(35%)		11,398		17,345	(34%)

Average Gas Price - per Mcf    	$	2.08 	$	2.45	(15%)	 $	2.46 	$	2.48	 (1%)

Oil Volume - Barrels per day	     	342	   	504	(32%)	   	368	    	561	(34%)

Average Oil Price - Per barrel	 $18.69 $	20.64 	(9%) $	20.00 	$	19.48  	3%

</TABLE>

Second Quarter 1997 Compared to Second Quarter 1996

  	Natural gas sales revenues for the second quarter of 1997 totaled $2.1 
million, 45 percent lower than the second quarter of 1996.  The decrease 
was driven by lower natural gas production and realized gas prices, 
negatively impacting revenue by $1.3 million and $.4 million, respectively.  
Natural gas sales decreased in the second quarter of 1997 primarily as a 
result of natural declines in production at Roberto and the Partnership 
selling less than its entitlement at South Pass 83 and North Padre 969, 
where make-up volumes were taken by under-produced working interest owners.  
Also contributing to the decrease was natural decline combined with 
downtime for recompletions at Ship Shoal 259.

  	The Partnership's crude oil sales revenues for the second quarter 
totaled $.6 million, a 39 percent decrease from the second quarter of 1996.  
The decrease in the average realized price negatively impacted revenues by 
$.1 million while lower production reduced sales by $.3 million.  The 
decrease in production was primarily the result of natural declines in 
production at East Cameron 60 and downtime resulting from drilling 
operations at South Timbalier 295.


5
<PAGE>

Year-to-Date 1997 Compared to Year-to-Date 1996

  	Gas sales for the first half of 1997 of $5.1 million decreased $2.8 
million, or 35 percent, when compared to the same period in 1996.  Average 
realized gas prices decreased $.02 per Mcf, or one percent, when compared 
with the first six months of 1996. Gas production for the first half of 
1997 decreased by 35 percent when compared to the same period in 1996, 
negatively impacting revenues by $2.7 million.  Production decreases in 
1997 were primarily due to natural production declines and of make-up 
volumes taken by under-produced working interest owners at South Pass 83, 
Ship Shoal 259 and North Padre 969.

  	For the six months ended June 30, 1997, oil sales decreased 33 percent 
to $1.3 million when compared to the same period last year.  The 
Partnership's oil sales revenues were impacted by a 35 percent decline in 
oil production, which was partially offset by a three percent increase in 
realized prices.  The decrease in sales volumes resulted from natural 
declines in production at East Cameron 60 and downtime resulting from 
drilling operations 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 the production of entities with greater reserves and 
longer-lived properties.


OPERATING EXPENSES

  	The Partnership's DD&A for the second quarter of 1997 decreased 49 
percent from the same period in the previous year primarily as a result of 
lower oil and gas sales revenue. The Partnership's DD&A rate, expressed as 
a percentage of sales, was 23 percent during the first six months of 1997, 
decreasing from 26 percent during the same period in 1996. The decrease in 
the rate was a result of generally improving natural gas and crude oil prices
during the last twelve months and positive reserve revisions in the
fourth quarter of 1996.

  	LOE in the second quarter of 1997 decreased 55 percent, from $.4 
million to $.2 million, from the second quarter of 1996.  For the first 
half of 1997, LOE of $.3 million was down 64 percent when compared to the 
first half of 1996.  The decrease was primarily the result of lower 
workover activity in the first half of 1997 and a credit resulting from a 
joint venture audit recorded in March 1997.

  	Financing costs decreased 94 percent in the first six months when 
compared to the same period in 1996.  The decrease was a result of the 
repayment of the $2.0 million of the Partnership's outstanding bank debt on 
January 31, 1997.


CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES

Capital Resources and Liquidity

  	The Partnership's primary capital resource is net cash provided by 
operating activities, which was $6.5 million for the first half of 1997, a 
decrease of 27 percent from a year ago, reflecting lower oil and gas 
production and gas prices. Future cash flows will similarly be influenced 
by fluctuations in product prices and production.

  	In January 1997, the Partnership repaid the outstanding balance of the 
revolving credit facility obtained by Apache on behalf of the Partnership 
in July 1992, and terminated the facility.

6
<PAGE>

  	It is expected that the net cash provided by operating activities and 
Managing Partner contributions will be sufficient to meet the Partnership's 
liquidity needs through the end of 1997.  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, 
drilling and recompletion expenditures, distributions to Investing Partners 
and the purchase of Units offered by Investing Partners under the right of 
presentment.

  	During the first half of 1997, the Partnership's oil and gas property 
additions totaled $1.3 million.  These additions primarily related to a 
recompletion at Ship Shoal 259 and a water injection well as well as a 
development well drilled at South Timbalier 295.  Based on information 
supplied by the operators of the properties, the Partnership anticipates 
capital expenditures of approximately $.8 million for the remainder of 
1997.  The anticipated capital expenditures relate to planned development 
activity at South Timbalier 295, which include the completion of the water 
injection and development wells, and the drilling of a second development 
well. Such estimates may change based on realized prices, drilling results 
or changes to the development plan by the operator.

  	The Partnership made a $1,000 per Unit distribution during March 1997.  
The amount of future distributions will be dependent on actual and expected 
production levels, realized and expected oil and gas prices, and expected 
drilling and recompletion expenditures.

  	As provided in the Amended Partnership Agreement, a first right of 
presentment offer for 1997 of $13,621 per Unit, plus interest to the date 
of payment, was made to Investing Partners on April 28, 1997, based on a 
valuation date of December 31, 1996.  As a result, the Partnership acquired 
7.666 Units for a total of $109,272 in cash.  As provided in the Amended 
Partnership Agreement, Investing Partners will have a second right of 
presentment during the fourth quarter of 1997, based on a valuation date of 
June 30, 1997.  The Partnership is not in a position to predict how many 
Units will be presented for repurchase during the fourth quarter and 
cannot, at this time, determine if the Partnership will have sufficient 
funds available to repurchase Units.


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

  	Certain forward-looking information contained in this report is being 
provided in reliance upon the "safe harbor" provisions of the PSLRA, as set 
forth in Section 27A of the Securities Act of 1933, as amended, and Section 
21E of the Securities Exchange Act of 1934, as amended.  Such information 
includes, without limitation, discussions as to estimates, expectations, 
beliefs, plans and objectives concerning the Partnership's future financial 
and operating performance. Such forward-looking information is subject to 
assumptions and beliefs based on current information known to the 
Partnership and factors that could yield actual results differing 
materially from those anticipated. Such factors include, without 
limitation, the prices received for the Partnership's oil and natural gas 
production, the costs of acquiring, finding, developing and producing 
reserves, the rates of production of the Partnership's hydrocarbon 
reserves, the Partnership's success in acquiring or finding additional 
reserves, unforeseen operational hazards, significant changes in tax or 
regulatory environments, and the political and economic uncertainties of 
foreign oil and gas supplies.




7
<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.



8
<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:	August 13, 1997	  		/s/ Roger B. Plank
                    							------------------------------------------
                    							Roger B. Plank
                    							Vice President and Chief Financial Officer


Dated:	August 13, 1997  			/s/ Thomas L. Mitchell
                    							------------------------------------------
                    							Thomas L. Mitchell
                    							Vice President and Controller
                    							(Chief Accounting Officer)