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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, 2011
 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
    
    (I.R.S. Employerincorporation or organization)
    
    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




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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 31,2011
    
    
    2010REVENUES:Oil and gas sales
    
    $
    738,142
    
    
    $
    1,723,972Interest income
    
    
    
    
    
    
    4738,142
    
    
    
    1,723,976EXPENSES:Depreciation, depletion and amortization
    
    
    153,814
    
    
    
    360,373Asset retirement obligation accretion
    
    
    32,412
    
    
    
    29,986Lease operating expenses
    
    
    240,362
    
    
    
    253,045Gathering and transportation costs
    
    
    34,372
    
    
    
    33,946Administrative
    
    
    100,750
    
    
    
    109,250561,710
    
    
    
    786,600NET INCOME
    
    $
    176,432
    
    
    $
    937,376NET INCOME ALLOCATED TO:Managing Partner
    
    $
    64,829
    
    
    $
    253,561Investing Partners
    
    
    111,603
    
    
    
    683,815$
    176,432
    
    
    $
    937,376NET INCOME PER INVESTING PARTNER UNIT
    
    $
    109
    
    
    $
    669WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING
    
    
    1,021.5
    
    
    
    1,021.5
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
 For the Three MonthsEnded March 31,2011
    
    
    2010CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    176,432
    
    
    $
    937,376Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation, depletion and amortization
    
    
    153,814
    
    
    
    360,373Asset retirement obligation accretion
    
    
    32,412
    
    
    
    29,986Dismantlement & abandonment cost
    
    
    
    
    
    
    (81,076
    )Changes in operating assets and liabilities:(Increase) decrease in accrued revenues receivable
    
    
    (13,948
    )
    
    
    42,366Change in receivable/payable from
Apache Corporation
    
    
    88,226
    
    
    
    (101,963
    )Increase (decrease) in accrued operating expenses
    
    
    26,475
    
    
    
    3,389Net cash provided by operating activities
    
    
    463,411
    
    
    
    1,190,451CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and gas properties
    
    
    (1,176,252
    )
    
    
    (188
    )Increase (decrease) in accrued development cost
and drilling payables
    
    
    (741,714
    )
    
    
    Net cash used in investing activities
    
    
    (1,917,966
    )
    
    
    (188
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to Investing Partners
    
    
    
    
    
    
    Distributions to Managing Partner
    
    
    
    
    
    
    (250,731
    )Contribution by Managing Partner
    
    
    19,486
    
    
    
    Net cash provided (used) in financing activities
    
    
    19,486
    
    
    
    (250,731
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (1,435,069
    )
    
    
    939,532CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    2,971,900
    
    
    
    2,048,412CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    1,536,831
    
    
    $
    2,987,944
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 March 31,
    
    
    December 31,2010
    
    
    2010ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,536,831
    
    
    $
    2,971,900Accrued revenues receivable
    
    
    252,379
    
    
    
    238,431Accrued insurance receivable
    
    
    24,449
    
    
    
    24,4491,813,659
    
    
    
    3,234,780OIL AND GAS PROPERTIES, on the basis of full cost accounting:Proved properties
    
    
    192,453,457
    
    
    
    191,277,205Less  Accumulated depreciation, depletion and amortization
    
    
    (183,674,045
    )
    
    
    (183,520,231
    )8,779,412
    
    
    
    7,756,974$
    10,593,071
    
    
    $
    10,991,754LIABILITIES AND PARTNERS CAPITALCURRENT LIABILITIES:Accrued operating expenses
    
    $
    136,269
    
    
    $
    109,794Accrued development cost
    
    
    384,826
    
    
    
    520,950Payable to Apache Corporation
    
    
    151,209
    
    
    
    668,573672,304
    
    
    
    1,299,317ASSET RETIREMENT OBLIGATION
    
    
    2,242,074
    
    
    
    2,209,662PARTNERS CAPITAL:Managing Partner
    
    
    467,320
    
    
    
    383,005Investing Partners (1,021.5 units outstanding)
    
    
    7,211,373
    
    
    
    7,099,7707,678,693
    
    
    
    7,482,775$
    10,593,071
    
    
    $
    10,991,754
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
  2.
RECEIVABLE FROM/PAYABLE TO APACHE CORPORATION
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3. RIGHT OF PRESENTMENT
   4. ASSET RETIREMENT OBLIGATIONS
  Asset retirement obligation at December 31, 2010
    
    $
    2,209,662Accretion expense
    
    
    32,412Asset retirement obligation at March 31, 2011
    
    $
    2,242,074
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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,
    
    
    Increase2011
    
    
    2010
    
    
    (Decrease)Gas volume  Mcf per day
    
    
    1,579
    
    
    
    2,039
    
    
    
    (23
    )%Average gas price  per Mcf
    
    $
    4.32
    
    
    $
    5.64
    
    
    
    (23
    )%Oil volume  barrels per day
    
    
    4
    
    
    
    92
    
    
    
    (96
    )%Average oil price  per barrel
    
    $
    96.29
    
    
    $
    76.95
    
    
    
    25
    %NGL volume  barrels per day
    
    
    24
    
    
    
    11
    
    
    
    122
    %Average NGL price  per barrel
    
    $
    42.76
    
    
    $
    54.65
    
    
    
    (22
    )%
 Oil and Gas Sales
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Operating Expenses
   Capital Resources and Liquidity
     7




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Capital Commitments
       8




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ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4  CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   FORWARD-LOOKING STATEMENTS AND RISK
  
    
    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;
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
    
    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
 
   
   
   
   
   
   
   *3.1
    
    Partnership Agreement of Apache Offshore Investment Partnership
(incorporated by reference to Exhibit (3)(i) to Form 10 filed by Partnership
with the Commission on April 30, 1985, Commission File No. 0-13546).*3.2
    
    Amendment No. 1, dated February 11, 1994, to the Partnership
Agreement of Apache Offshore Investment Partnership (incorporated by reference
to Exhibit 3.3 to Partnerships Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 0-13546).*3.3
    
    Limited Partnership Agreement of Apache Offshore Petroleum
Limited Partnership (incorporated by reference to Exhibit (3)(ii) to Form 10
filed by Partnership with the Commission on April 30, 1985, Commission File No.
0-13546).**31.1
    
    Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
Act) by Principal Executive Officer**31.2
    
    Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
Act) by Principal Financial Officer**32.1
    
    Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by
Principal Executive Officer and Principal Financial Officer
 
 *
    
    Incorporated by reference herein.**
    
    Filed herewith. 11




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SIGNATURES
  APACHE OFFSHORE INVESTMENT PARTNERSHIPBy:
    Apache Corporation, Managing PartnerDated:      May 9, 2011
    / s / Thomas P. ChambersThomas P. Chambers
Executive Vice President and Chief Financial Officer
(principal financial officer) of Apache Corporation,
Managing PartnerDated:      May 9, 2011
    / s / Rebecca A. HoytRebecca A. Hoyt
Vice President, Chief Accounting Officer and Controller
(principal accounting officer) of Apache Corporation,
Managing Partner