##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2006
 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 Number)Suite 100, One Post Oak Central 
2000 Post Oak Boulevard, Houston, TX
    
    77056-4400(Address of Principal Executive Offices)
    
    (Zip Code)
   þ o
  o o þ
  o þ




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EXPLANATORY NOTE




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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 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 CEOCertification of CFOCertification of CEO and CFO    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 30,2006
    
    
    2005
    
    
    2006
    
    
    2005REVENUES:Oil and gas sales
    
    $
    2,835,950
    
    
    $
    3,348,900
    
    
    $
    6,217,024
    
    
    $
    6,725,175Interest income
    
    
    29,665
    
    
    
    17,247
    
    
    
    62,297
    
    
    
    39,6352,865,615
    
    
    
    3,366,147
    
    
    
    6,279,321
    
    
    
    6,764,810EXPENSES:Depreciation, depletion and amortization
    
    
    390,610
    
    
    
    448,189
    
    
    
    842,273
    
    
    
    1,015,225Asset retirement obligation accretion
    
    
    10,423
    
    
    
    11,957
    
    
    
    20,696
    
    
    
    24,558Lease operating costs
    
    
    266,749
    
    
    
    290,179
    
    
    
    563,452
    
    
    
    598,100Gathering and transportation expense
    
    
    39,367
    
    
    
    41,551
    
    
    
    88,099
    
    
    
    84,375Administrative
    
    
    107,000
    
    
    
    107,000
    
    
    
    214,000
    
    
    
    214,000814,149
    
    
    
    898,876
    
    
    
    1,728,520
    
    
    
    1,936,258NET INCOME
    
    $
    2,051,466
    
    
    $
    2,467,271
    
    
    $
    4,550,801
    
    
    $
    4,828,552NET INCOME ALLOCATED TO:Managing Partner
    
    $
    474,806
    
    
    $
    570,947
    
    
    $
    1,049,232
    
    
    $
    1,139,360Investing Partners
    
    
    1,576,660
    
    
    
    1,896,324
    
    
    
    3,501,569
    
    
    
    3,689,192$
    2,051,466
    
    
    $
    2,467,271
    
    
    $
    4,550,801
    
    
    $
    4,828,552NET INCOME PER INVESTING PARTNER UNIT
    
    $
    1,497
    
    
    $
    1,797
    
    
    $
    3,325
    
    
    $
    3,495WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING
    
    
    1,053.1
    
    
    
    1,055.5
    
    
    
    1,053.2
    
    
    
    1,055.6
 
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##### Table of Contents



APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
 For the Six Months Ended June 30,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    4,550,801
    
    
    $
    4,828,552Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation, depletion and amortization
    
    
    842,273
    
    
    
    1,015,225Asset retirement obligation accretion
    
    
    20,696
    
    
    
    24,558Dismantlement and abandonment cost
    
    
    
    
    
    
    Changes in operating assets and liabilities:(Increase) decrease in accrued revenues receivable
    
    
    901,299
    
    
    
    198,473Increase (decrease) in accrued operating expenses
    
    
    22,129
    
    
    
    20,039(Increase) decrease in payable to/receivable from
Apache Corporation
    
    
    307,080
    
    
    
    191,150Net cash provided by operating activities
    
    
    6,644,278
    
    
    
    6,277,997CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and gas properties
    
    
    (538,466
    )
    
    
    (11,870
    )Proceeds from sale of oil and gas properties
    
    
    
    
    
    
    136,252Net cash provided by (used in) investing activities
    
    
    (538,466
    )
    
    
    124,382CASH FLOWS FROM FINANCING ACTIVITIES:Repurchase of Partnership Units
    
    
    (15,084
    )
    
    
    (3,193
    )Distributions to Investing Partners
    
    
    (3,686,932
    )
    
    
    (4,222,585
    )Distributions to Managing Partner
    
    
    (1,249,077
    )
    
    
    (1,238,123
    )Net cash used in financing activities
    
    
    (4,951,093
    )
    
    
    (5,463,901
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    1,154,719
    
    
    
    938,478CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    2,611,653
    
    
    
    3,333,640CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    3,766,372
    
    
    $
    4,272,118
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 June 30,
    
    
    December 31,2006
    
    
    2005ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,766,372
    
    
    $
    2,611,653Accrued revenues receivable
    
    
    534,441
    
    
    
    1,435,740Receivable from Apache Corporation
    
    
    50,190
    
    
    
    357,2704,351,003
    
    
    
    4,404,663OIL AND GAS PROPERTIES, on the basis of full cost accounting:Proved properties
    
    
    185,569,793
    
    
    
    185,573,656Less  Accumulated depreciation, depletion and amortization
    
    
    (179,197,061
    )
    
    
    (178,354,788
    )6,372,732
    
    
    
    7,218,868$
    10,723,735
    
    
    $
    11,623,531LIABILITIES AND PARTNERS CAPITALCURRENT LIABILITIES:Accrued exploration and development
    
    $
    8,995
    
    
    $
    551,324Accrued operating expenses
    
    
    82,694
    
    
    
    60,56591,689
    
    
    
    611,889ASSET RETIREMENT OBLIGATION
    
    
    720,850
    
    
    
    700,154PARTNERS CAPITAL:Managing Partner
    
    
    55,440
    
    
    
    255,285Investing Partners (1,052.3 and 1,053.4 units outstanding, respectively)
    
    
    9,855,756
    
    
    
    10,056,2039,911,196
    
    
    
    10,311,488$
    10,723,735
    
    
    $
    11,623,531
 
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APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  1. RECEIVABLE FROM APACHE CORPORATION
  2. RIGHT OF PRESENTMENT
   3. ASSET RETIREMENT OBLIGATIONS
  Asset retirement obligation at December 31, 2005
    
    $
    700,154Accretion expense
    
    
    20,696Asset retirement obligation at June 30, 2006
    
    $
    720,850
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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
    
    
    
    
    
    
    
    
    
    Increase2006
    
    2005
    
    (Decrease)
    
    2006
    
    2005
    
    (Decrease)Gas volume  Mcf per day
    
    
    2,568
    
    
    
    3,368
    
    
    
    (24
    %)
    
    
    2,669
    
    
    
    3,420
    
    
    
    (22
    %)Average gas price  per Mcf
    
    $
    7.01
    
    
    $
    6.86
    
    
    
    2
    %
    
    $
    8.04
    
    
    $
    6.79
    
    
    
    18
    %Oil volume  barrels per day
    
    
    160
    
    
    
    220
    
    
    
    (27
    %)
    
    
    167
    
    
    
    237
    
    
    
    (30
    %)Average oil price  per barrel
    
    $
    71.04
    
    
    $
    51.15
    
    
    
    39
    %
    
    $
    66.06
    
    
    $
    49.49
    
    
    
    33
    %NGL volume  barrels per day
    
    
    45
    
    
    
    71
    
    
    
    (37
    %)
    
    
    48
    
    
    
    69
    
    
    
    (30
    %)Average NGL price  per barrel
    
    $
    39.88
    
    
    $
    34.14
    
    
    
    17
    %
    
    $
    38.29
    
    
    $
    32.54
    
    
    
    18
    %
 Oil and Gas Sales
      5




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Operating Expenses
   Capital Resources and Liquidity
      6




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Capital Commitments
       
 ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4  CONTROLS AND PROCEDURES
  7




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FORWARD-LOOKING STATEMENTS AND RISK
   8




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PART II  OTHER INFORMATION
 
  None.
 
  During the quarter ended June 30, 2006, 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, 2005.
 
  a.
    
    Noneb.
    
    Nonec.
    
    The following table presents information on Units purchased during the
quarter ended June 30, 2006:
 Issuer Purchases of Equity SecuritiesTotal Numberof Units
    
    
    Average PricePeriod
    
    Purchased
    
    
    Paid Per UnitApril 1 to April 30, 2006
    
    None
    
    
    N/AMay 1 to May 31, 2006
    
    None
    
    
    N/AJune 1 to June 30, 2006
    
    
    1.13
    
    
    $
    12,756
    (1)
 
 (1)
    
    Before interest. Shares are purchased under terms of the Amended Partnership Agreement which had
previously been announced to Investing Partners in the Partnership. The Amended
Partnership Agreement contains limitations on the number of Units that can be repurchased
including a limit of 10 percent of the Outstanding Units on an annual basis. See Note 2
(Right of Presentment) to the Consolidated Financial Statements for total cash outlays
for Unit purchases during the quarter and additional limitations.
 
  None.
 
  None.
 
  None.
 
  31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer
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SIGNATURES
  APACHE OFFSHORE INVESTMENT PARTNERSHIPBy: Apache Corporation, General PartnerDated: October 11, 2006
    /s/ Roger B. PlankRoger B. PlankExecutive Vice President and Chief Financial OfficerDated: October 11, 2006
    /s/ Thomas L. MitchellThomas L. MitchellVice President and Controller

(Chief Accounting Officer)




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31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer