SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              Form 10-K

[X]	      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   	                 SECURITIES EXCHANGE ACT OF 1934
              For the fiscal year ended December 31, 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

	A Delaware						                                		IRS Employer
	General Partnership						                        	No. 41-1464066

                            One Post Oak Central
                    2000 Post Oak Boulevard, Suite 100
                        Houston, Texas  77056-4400

                      Telephone Number (713) 296-6000

     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE


       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                              PARTNERSHIP UNITS

 	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   
   	---	     ---

 	Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.      X    
                                           		----

                   DOCUMENTS INCORPORATED BY REFERENCE:

 	Portions of Apache Corporation's proxy statement relating to its 
1997 annual meeting of shareholders have been incorporated by reference 
into Part III hereof.

--------------------------------------------------------------------------


<PAGE>
                            TABLE OF CONTENTS

                               DESCRIPTION

Item												                                                     	Page
----		                                                               	----

                                   PART I

1.	BUSINESS	                                                         		1
2.	PROPERTIES			                                                       4
3.	LEGAL PROCEEDINGS			                                                5
4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			              5

                                   PART II

5.	MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED
    		SECURITY HOLDER MATTERS			                                       6
6.	SELECTED FINANCIAL DATA		                                          	6
7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
    		RESULTS OF OPERATIONS 		                                        	7
8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		                     	12
9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
    		AND FINANCIAL DISCLOSURE	                                     		26

                                  PART III

10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		             	27
11.	EXECUTIVE COMPENSATION		                                         	27
12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			 27
13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		                 	27

                                   PART IV

14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.	28


  	All defined terms under Rule 4-10(a) of Regulation S-X shall 
have their statutorily-prescribed meanings when used in this report.  
Quantities of natural gas are expressed in this report in terms of 
thousand cubic feet (Mcf), million cubic feet (MMcf) or billion cubic 
feet (Bcf). Oil is quantified in terms of barrels (bbls), thousands 
of barrels (Mbbls) and millions of barrels (MMbbls). Natural gas is 
compared to oil in terms of barrels of oil equivalent (boe) or 
million barrels of oil equivalent (MMboe).  Oil and natural gas 
liquids are compared with natural gas in terms of million cubic feet 
equivalent (MMcfe) and billion cubic feet equivalent (Bcfe).  One 
barrel of oil is the energy equivalent of six Mcf of natural gas. 
Daily oil and gas production is expressed in terms of barrels of oil 
per day (bopd) and thousands of cubic feet of gas per day (Mcfd), 
respectively.  With respect to information relating to the 
Partnership's working interest in wells or acreage, "net" oil and gas 
wells or acreage is determined by multiplying gross wells or acreage 
by the Partnership's working interest therein. Unless otherwise 
specified, all references to wells and acres are gross.

<PAGE>


                               PART I

ITEM 1.	BUSINESS

General

  	Apache Offshore Investment Partnership is a Delaware general 
partnership organized in October 1983, with Apache Corporation (Apache), a 
Delaware corporation, as Managing Partner and public investors as Investing 
Partners.  The Investing Partners purchased Units of Partnership Interests 
(Units) at $150,000 per Unit with five percent down and the balance in 
payments as called by the Registrant.  As of December 31, 1996, a total of 
$85,000 had been called for each Unit.  In 1989, the Registrant determined 
that the full $150,000 per Unit was not needed, fixed the total calls at 
$85,000 per Unit, and released the Investing Partners from liability for 
future calls.  The Registrant invested, and will continue to invest, its 
entire capital as the sole limited partner in Apache Offshore Petroleum 
Limited Partnership, a Delaware limited partnership of which Apache is the 
sole general partner.  The limited partnership conducts operations on 
behalf of the Registrant.  The terms "Registrant" or "Partnership", as used 
hereafter, refer to either the general or limited partnership, as the case 
may be.

  	The Registrant's business is participation in oil and gas exploration, 
development and production activities on federal lease tracts in the Gulf 
of Mexico, offshore Louisiana and Texas.  Except for the Matagorda Island 
Block 681 and 682 interests, as described below, the Registrant acquired 
its oil and gas interests through the purchase of 85 percent of the working 
interests held by Apache as a participant in a venture (the Venture) with 
Shell Oil Company (Shell) and certain other companies.  The Registrant owns 
working interests ranging from 4.92 percent to 7.08 percent in the 
Venture's properties.

  	The Venture acquired substantially all of its oil and gas properties 
through bidding for leases offered by the federal government.  The Venture 
members relied on Shell's knowledge and expertise in determining bidding 
strategies for the acquisitions.  When Shell was successful in obtaining 
the properties, it generally billed participating members on a promoted 
basis (one-third for one-quarter) for the acquisition of exploratory leases 
and on a straight-up basis for the acquisition of leases defined as 
drainage tracts.  All such billings were proportionately reduced to each 
members' working interest.

  	In November 1992, Apache and the Partnership formed a joint venture to 
acquire Shell's 92.6 percent working interest in Matagorda Island Blocks 
681 and 682 pursuant to a jointly-held contractual preferential right to 
purchase. Apache and the Partnership previously owned working interests in 
the blocks equal to 1.109 percent and 6.287 percent, respectively, and 
revenue interests of .924 percent and 5.239 percent, respectively.  To 
facilitate the acquisition, Apache and the Partnership contributed all of 
their interests in Matagorda Island Blocks 681 and 682 to a newly formed 
joint venture, and Apache contributed $64.6 million ($55.6 million net of 
purchase price adjustments) to the joint venture to finance the 
acquisition. The Partnership had neither the cash nor access to additional 
financing to fund its proportionate share of the acquisition and 
participated only to the extent of an increased revenue interest in the 
joint venture.

  	Under the terms of the joint venture agreement, the Partnership's 
effective revenue interest in the Matagorda Island Block 681 and 682 
properties increased as a result of the acquisition to 13.284 percent while 
its working interest was unchanged.  The acquisition added approximately 
7.5 Bcf of natural gas and 16 Mbbls of oil to the Partnership's reserve 
base without any incremental expenditures by the Partnership.

                                   1
<PAGE>

  	Since the Venture is not expected to acquire any additional 
exploratory acreage, future acquisitions, if any, will be confined to 
those leases defined as drainage tracts.  The current Venture members
would pay their proportionate share of acquiring any drainage tracts on
a non-promoted basis.

  	Offshore exploration differs from onshore exploration in that 
production from a prospect generally will not commence until a sufficient 
number of productive wells have been drilled to justify the significant 
costs associated with construction of a production platform.  Exploratory 
wells usually are drilled from mobile platforms until there are sufficient 
indications of commercial production to justify construction of a permanent 
production platform.

  	Apache, as Managing Partner, manages the Partnership's operations.  
Apache uses a portion of its staff and facilities for this purpose and is 
reimbursed for actual costs paid on behalf of the Registrant, as well as 
for general, administrative and overhead costs properly allocable to the 
Registrant.

1996 Business Development

  	The acquisition and evaluation phase of the Venture's activity is 
almost complete. One development well was drilled, completed and began 
production in the West Cameron 368 field during 1996.  The drilling of a 
water injection well for pressure maintenance at South Timbalier 295 was in 
progress at year-end.  Additionally, two developmental wells are approved 
for drilling in 1997 at South Timbalier 295.

  	Since inception, the Registrant has acquired an interest in 49 
prospects.  As of December 31, 1996, 37 prospects have been surrendered.

  	The status of the Registrant's 49 original prospects is shown in the 
following table:
<TABLE>
 	                                            	As of December 31,
                                           		----------------------
        	Prospect Status                      	1996          	1995
	--------------------------------           	--------      	--------

   <S>                                           <C>            <C>
			Producing-Fully Developed                   		10	           	10
			Producing-Partially Developed	                	1	            	2
                                           				-----        		-----
			Total Discoveries	                           	11	           	12
			Surrendered/ Sold	                           	38	           	37
                                           				-----        		-----
			Total	                                       	49	           	49
                                           				=====         	=====
</TABLE>
  	As of December 31, 1996, 107 wells have been drilled on the 11 
remaining prospects. Of the 107 wells, 91 were indicated productive and of 
those, 84 are currently producing. Twelve of the Registrant's producing 
wells are dual completions.  The Partnership had, at December 31, 1996, 
estimated proved oil and gas reserves of 22.8 Bcfe, of which 72 percent was 
natural gas.

  	During 1996, the Partnership sold its interest in the No-See-Um 
prospect (Vermillion 226/237 unit).

2
<PAGE>

Reserves Value Ceiling Test

  	Under the full cost accounting rules of the Securities and Exchange 
Commission (SEC), the Partnership reviews the carrying value of its oil and 
gas properties each quarter. Under the full cost accounting rules, 
capitalized costs of oil and gas properties may not exceed the present 
value of estimated future net revenues from proved reserves, discounted at 
10 percent, plus the lower of cost or fair market value of unproved 
properties.  Application of these rules generally requires pricing future 
production at the unescalated oil and gas prices in effect at the end of 
each fiscal quarter and requires a writedown if the "ceiling" is exceeded, 
even if prices declined for only a short period of time.  The Partnership 
had no writedowns due to ceiling test limitations in 1996, 1995 or 1994.

Marketing

  	Apache, on behalf of the Registrant, seeks and negotiates oil and gas 
marketing arrangements with various marketers and purchasers.  During 1996, 
the Partnership's spot market gas was purchased primarily by Producers 
Energy Marketing, LLC (ProEnergy) and the Partnership's oil and condensate 
production was purchased primarily by Plains Petroleum Operating Co. 
(Plains Petroleum).  Apache held a 44 percent interest in ProEnergy at 
December 31, 1996.  The Partnership expects to receive prevailing spot 
market prices at the relevant delivery points on an ongoing basis.

  	See Note (5), "Major Customer Information," to the Partnership's 
financial statements under Item 8 below.  Because the Registrant's oil and 
gas products are commodities and the prices and terms of its sales reflect 
those of the market, the Registrant does not believe that the loss of any 
customer would have a material adverse affect on the Registrant's business 
or results of operations.  The Registrant is not in a position to predict 
future oil and gas prices. 

Environmental

  	The Partnership, as an owner or lessee of interests in oil and gas 
properties, is subject to various federal, state and local laws and 
regulations relating to the discharge of materials into, and protection of, 
the environment.  These laws and regulations may, among other things, 
impose liability on the lessee under an oil and gas lease for the cost of 
pollution clean-up resulting from operations, subject the lessee to 
liability for pollution damages and require suspension or cessation of 
operations in affected areas.

  	The Partnership has made and will continue to make expenditures in its 
efforts to comply with these requirements.  These costs are inextricably 
connected to normal operating expenses such that the Partnership is unable 
to separate the expenses related to environmental matters; however, the 
Partnership does not believe such expenditures are material to its 
financial position or results of operations.

  	The Partnership does not believe that compliance with federal, state
or local provisions regulating the discharge of materials into the 
environment, or otherwise relating to the protection of the environment, 
will have a material adverse effect upon the capital expenditures, earnings 
and the competitive position of the Partnership, but there is no assurance 
that changes in or additions to laws or regulations regarding the 
protection of the environment will not have such an impact.

3
<PAGE>

Competition

  	The Registrant is a very minor factor in the oil and gas industry in 
the Gulf of Mexico area and faces strong competition from much larger 
producers for the marketing of its oil and gas.  The Partnership's ability 
to compete for purchasers and favorable marketing terms will depend on the 
general demand for oil and gas from Gulf of Mexico producers.  More 
particularly, it will depend largely on the efforts of Apache to find the 
best markets.


ITEM 2.	PROPERTIES

  	Acreage is held by the Registrant pursuant to the terms of various 
leases.  The Registrant does not anticipate any difficulty in retaining any 
of its desirable leases. A summary of the Partnership's producing wells and 
gross acreage as of December 31, 1996, is set forth below:
<TABLE>
		
                                              	Producing
                                             			Oil/Gas	                 	Acres
                                              			Wells      	Average  	-----------------
                                           	 		-----------  	Working  	Dev.	  Undev.
     	Lease Block           	Prospect	   State 	Gross	Net	   Interest 	Gross 	Gross
----------------------------	--------   	----- 	-----	---   	-------- 	----- 	-----

<S>                          <C>            <C>   <C>   <C>  <C>       <C>       <C>    
High Island A-6	             Glenda	        TX	    7	   .3  	.0491686  	5,760	   --
Ship Shoal 258, 259	         Genesis	       LA	    9	   .6  	.0628698	 10,141	   --
South Timbalier 276, 295	    Grover	        LA	   23  	1.6  	.0708333	 10,000	   --
North Padre Island 969, 976	 Rosita	        TX	   12   	.9  	.0708333	 11,520	   --
Matagorda Island 681, 682	   Roberto	       TX	   13   	.8  	.0628698	 11,520	   --
West Cameron 368 	           Krypton	       LA	    3   	.2  	.0708333	  5,000	   --
Matagorda Island 588 	       Cortez	        TX    	2   	.0      	ORRI	  5,760	   --
South Pass 83, 74	           Manx	          LA	    9   	.6  	.0678914 	 7,500	   --
East Cameron 60, 51	         East Aragonite	LA    	1   	.1  	.0708333	  5,000	 5,000
Vermillion 95	               Topaz         	LA	    1   	.0	      ORRI	  5,000	   --
Ship Shoal 201, 202	         Bromeliad     	LA	    4   	.0      	ORRI	 10,000	   --
                                             				---  	---	           	------	------
			                                              	84  	5.1           		87,201	 5,000
                                           						===  	===	           	======	======
</TABLE>
  	During 1996, the Partnership's interest in Vermillion 226/237 was sold 
and a non-producing lease on High Island A-5 (a portion of the Glenda 
Prospect) expired. See Note (4), "Oil and Gas Properties" and the 
supplemental oil and gas disclosures to the Partnership's financial 
statements, under Item 8 below, for costs incurred in oil and gas 
development and production activities and related reserve information.  On 
a net revenue basis, the Partnership owns 5.1 wells.

Production and Pricing Data

  	The following table describes, for each of the last three fiscal 
years, oil and gas production for the Partnership, average production costs 
(excluding severance taxes) and average sales prices.
<TABLE>
               	Production		            Average Sales Prices
             	--------------	 Average  	--------------------
Year Ended	    Oil	    Gas  	Production     	Oil      	Gas
December 31,	(Mbbls)	(MMcf)	Cost per Mcfe	(per Bbl)	(per Mcf)
-----------	  ------	------	-------------	 -------- 	--------
 <C>           <C>    <C>      <C>         <C>       <C>
	1996	        	164	  	5,651	   $	.18	      $	20.73	  $	2.50
	1995		        210	  	6,052	    	.19	       	16.97		   1.58
	1994	        	250	  	7,140	    	.09	       	15.71		   1.82
</TABLE>

  	As it is not anticipated that the Partnership will acquire any 
additional exploratory leases, or that significant exploratory drilling 
will take place on leases in which the Partnership currently holds 
interests, continued declines in production due to natural depletion can be 
expected.

4
<PAGE>

  	See the supplemental oil and gas disclosures under Item 8 below for 
estimated oil and gas reserves quantities.


ITEM 3.	LEGAL PROCEEDINGS

  	There are no material legal proceedings pending to which the 
Registrant is a party or to which the Registrant's interests are subject.


ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  	There were no matters submitted to a vote of security holders during 
the fourth quarter of 1996.


5
<PAGE>

                              PART II

ITEM 5.	MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER 
        MATTERS

  	As of December 31, 1996, there were 1,197.9 of the Registrant's Units 
outstanding held by approximately 974 investors of record.  There is no 
other class of security outstanding or authorized. The Units are not traded 
on any security market.  Cash distributions made during 1996 to Investing 
Partners totaled $5.4 million, or $4,500 per Unit.  The Partnership made 
cash distributions of $2,250 per Unit to the Investing Partners in 1995.

  	As discussed in Item 7 below, an amendment to the Partnership 
Agreement in February 1994 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 in cash.

ITEM 6.	SELECTED FINANCIAL DATA 

  	The following selected financial data for the five years ended
December 31, 1996, should be read in conjunction with the Partnership's 
financial statements and related notes included under Item 8 below. 
<TABLE>
                                 	At or For the Years Ended December 31,
                            -------------------------------------------------
                              1996     	1995     	1994	     1993     	1992
                           	-------- 	-------- 	-------- 	--------	 --------
                                 	(In thousands, except per Unit amounts)

<S>                         <C>       <C>       <C>        <C>       <C>
Total assets	               $	12,252 	$	13,486	 $	14,291 	 $	19,521	 $	22,886
                         			=========	=========	========  	==================

Long-term debt	             $ 	1,998	 $ 	7,310	 $ 	9,435	  $	14,790	 $	23,545
                         			=========	=========	=========	 ========= =========

Partners' capital (deficit)	$ 	8,498	 $ 	5,472	 $ 	4,175	  $ 	3,334	 $	(1,940)
                         			========	 ========  	=======  	========= =========

Oil and gas sales	          $	17,511 	$	13,138	 $	16,926	  $	18,730	 $	12,853
                            ========  	======= 	========= 	========= =========

Net income	                 $	11,127	 $ 	6,214	 $	10,116	  $	10,185	 $ 	3,115
                        	 		======== 	======== 	========  	========= =========

Net income allocated to:
	Managing Partner	          $ 	2,652	 $ 	1,800	 $ 	2,519	  $ 	2,635	 $ 	1,406
	Investing Partners          		8,475		   4,414		   7,597		    7,550		   1,709
                         			--------	 	-------- 	-------- 	---------	--------

		                         	$	11,127	 $ 	6,214	 $	10,116	  $	10,185	 $ 	3,115
                        			=========	 ========  =========	  ======== =========

Net income per 
 Investing Partner Unit    	$ 	7,032	 $ 	3,584	 $ 	5,974	  $ 	5,838	 $ 	1,321
                         			=========	=========	========= 	==================

Cash distributions per
 Investing Partner Unit	    $  4,500	 $ 	2,250	 $ 	4,500	  $ 	2,000	 $   	--
                         			=========	=========	=========	  ==================
</TABLE>


6
<PAGE>

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS	OF OPERATIONS

  	In 1996, the Partnership realized record net income per Investing 
Partner Unit and the highest cash flow provided by operating activities in 
its history.  Solid increases in both natural gas and crude oil prices were 
the most significant contributors to the Partnership's improved results.  
The average natural gas price for 1996 was the highest realized by the 
Partnership since inception and the highest annual crude oil price realized 
since 1991.  As a result of the improved cash flow in 1996, the Partnership 
reduced outstanding debt by $5.3 million to $2.0 million by year-end and, 
in addition, made the largest single distribution in its history of $3,500 
per Investing Partner Unit in October 1996.  On January 31, 1997, the 
Partnership elected to repay the outstanding debt balance and terminate its 
revolving credit facility.


RESULTS OF OPERATIONS

Net Income and Revenue

  	The Partnership reported net income of $11.1 million for 1996 versus 
$6.2 million in 1995.  Net income per Investing Partner Unit increased 96 
percent, to $7,032 from $3,584.  Higher realized natural gas and crude oil 
prices, lower financing costs and reduced lease operating expense led the 
way to the Partnership's improved results.

  	Revenues increased 33 percent, from $13.1 million in 1995, to $17.5 
million in 1996. Natural gas and crude oil sales contributed 81 percent and 
19 percent, respectively, to the Partnership's total revenue in 1996 with 
the remainder attributable to interest income.  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 table:
<TABLE>
                                   	For the Year Ended December 31,
                                  	----------------------------------
                                                          		Increase
	                                     1996	       1995	    (Decrease)
                                   	-------	     -------	   ---------
<S>                                  <C>         <C>           <C>
Gas volumes - Mcf per day	           15,441	     16,581       	(7)	%

Average gas price - per Mcf	         $	2.50     	$	1.58       	58	%

Oil volume - Barrels per day	           447        	575      	(22)	%

Average oil price - per barrel	    	$	20.73	    $	16.97	       22	%
</TABLE>
  	As it is not anticipated that the Partnership will acquire any 
additional exploratory leases, or that significant exploratory drilling 
will take place on leases in which the Partnership currently holds 
interests, continued declines in production due to natural depletion can be 
expected.


1996 Compared to 1995
---------------------

  	Natural gas sales for 1996 totaled $14.1 million, 47 percent higher 
than those recorded in 1995.  The increase was driven by higher average 
realized natural gas prices, which favorably impacted revenue by $5.2 
million.  Partially offsetting this increase was a 1,140 Mcfd decline in 
natural gas production for 1996 when compared to 1995, reducing revenues by 
$.6 million.  The decline in production from 1995 was primarily driven by 
natural declines at Roberto (-665 Mcfd) and High Island A-6 (-387 Mcfd).  
Also contributing to the gas production decline was the make-up of 
previously over-produced gas and natural decline at South Pass 83 (-423 
Mcfd).

7
<PAGE>

  	The Partnership's crude oil sales for the year totaled $3.4 million, a 
five percent decrease from 1995.  The average realized price for 1996 
increased 22 percent when compared to 1995, favorably impacting revenues by 
$.6 million.  Offsetting the benefit of higher crude oil prices was a 128 
bopd decline in production versus 1995, reducing sales by $.8 million.  The 
decrease in oil production resulted primarily from 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.

  	In 1996, approximately $25,000 of interest income was earned on the 
Partnership's investment account resulting from cash accumulated to fund 
cash distributions to Investing Partners and for the purchase of Units 
offered by Investing Partners under the right of presentment.

Operating Expenses

  	Depreciation, depletion and amortization (DD&A) expense for 1996 
decreased two percent from last year, while the Partnership's DD&A rate, 
expressed as a percentage of sales, was 25 percent during 1996, compared to 
34 percent in 1995.  The rate decrease reflects higher price realizations 
and upward reserve revisions.

  	Lease operating expense (LOE) of $1.2 million decreased by $.2 
million, or 11 percent, during 1996 when compared to 1995.  The reduction in 
LOE in 1996 was the result of lower workover activity.

  	Interest expense decreased 43 percent in 1996.  The decrease was 
primarily a result of a 73 percent reduction in debt from $7.3 million at 
December 31, 1995, to $2.0 million at December 31, 1996.  Also contributing 
to the decrease was a slight decline in interest rates from 6.5 percent at 
December 31, 1995, to 6.4 percent at December 31, 1996.

1995 Compared to 1994
---------------------

Revenue

  	Oil and gas sales of $13.1 million in 1995 decreased by $3.8 million, 
or 22 percent, as compared to 1994. Lower gas prices accounted for $1.2 
million of this decrease while lower oil and gas production accounted for 
$2.6 million.  The properties particularly affected by these declines were 
Matagorda Island 681 ($3.0 million), South Pass 83 ($1.1 million), North 
Padre Island 969 ($.5 million) and South Timbalier 295 ($.4 million).

  	The average oil and natural gas prices received during 1995 were 
$16.97 per barrel and $1.58 per Mcf, respectively.  This represented an eight 
percent increase in oil prices and a 13 percent decrease in natural gas 
prices when compared to 1994.

  	Average oil and natural gas production during 1995 totaled 575 bopd
and 16,581 Mcfd, respectively.  This represented a 16 percent decrease in oil 
production and a 15 percent decrease in gas production when compared to 
1994.  The decrease in oil production was due primarily to the plugging and 
abandonment of the South Timbalier 295A #2 in 1994, which reduced oil 
production by 109 bopd. The decrease in gas production was due to natural 
declines and shut-ins for workovers or recompletions at Matagorda Island 
681, South Pass 83, North Padre Island 969 and South Timbalier 295.


8
<PAGE>

Operating Expenses

  	The DD&A rate increased during 1995 as compared to 1994, from 28 
percent of sales to 34 percent.  This increase resulted from lower gas 
price realizations partially offset by upward reserve revisions.

  	Lease operating expense of $1.4 million in 1995 increased by $.6 
million, or 69 percent, during 1995 as compared to 1994.  This increase was 
largely a result of workover costs to maintain production in the East 
Cameron 60 field.

  	Administrative expense of $.5 million in 1995 decreased five percent 
from 1994. Administrative expense in 1994 included legal expenses in 
connection with the solicitation of consents from the Investing Partners as 
required for amendment of the partnership agreement relating to the right 
of presentment for Investing Partners.

  	Interest expense of $.6 million in 1995 decreased by $.1 million when 
compared to 1994.  The decrease was primarily a function of a 23 percent 
reduction in debt, from $9.4 million at December 31, 1994, to $7.3 million 
at December 31, 1995.  Additionally, interest rates decreased from 6.9 
percent at December 31, 1994, to 6.5 percent at December 31, 1995.


CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES

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.  In 1996, the Partnership reduced net long-term debt by $5.3 
million.  The Partnership's cash payments for interest expense decreased to 
$.3 million during 1996 from $.6 million during 1995 as a result of 
reduction in outstanding debt balances and reduced interest rates.  The 
Partnership used cash from operating activities in 1995 and 1994 to reduce 
debt by $2.1 million and $5.4 million, respectively.  On January 31, 1997, 
the Partnership repaid the remaining $2.0 million outstanding under its 
revolving credit facility.

  	During 1996, the Partnership's oil and gas property additions totaled 
$1.1 million. The 1996 additions include costs of drilling and completing 
the #2 ST2 well at West Cameron 368 and the modification of the platform 
for a drilling rig at South Timbalier 295.  Additionally, a water injection 
well for maintenance was in progress at the end of 1996.

  	Additions to oil and gas properties totaled $3.2 million and $.9 
million in 1995 and 1994, respectively.  The Partnership anticipates 
capital expenditures will total approximately $2.1 million in 1997, based 
on preliminary information provided by the operators of the properties in 
which the Partnership has interests.  The anticipated capital expenditures 
relate primarily to the drilling of two developmental wells at South 
Timbalier 295 and the installation of major gas compression facilities at 
Ship Shoal 258/259.  Additional capital expenditures may be proposed by the 
operators in the future.

  	During 1996, the Partnership paid distributions to Investing Partners 
totaling $5.4 million or $4,500 per Unit, compared to $2,250 per Unit in 
1995.  The Partnership also made a distribution of $1,000 per Unit on March 
1, 1997.  Apache, as the Managing Partner, will review the possibility of 
an additional distribution in late 1997. Future distributions will be 
dependent on actual and expected production levels, realized and expected 
oil and gas prices and actual and anticipated capital expenditures.

9
<PAGE>

  	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.  In the initial presentment period, based upon a 
valuation date of December 31, 1993, Investing Partners sold 46 Units to 
the Partnership for a purchase price of $13,226 per Unit, plus interest to 
the date of payment.  During the second presentment period, based upon a 
valuation date of June 30, 1994, Investing Partners sold nine Units to the 
Partnership for a purchase price of $12,562 per Unit, plus interest to the 
date of payment.  As a result of the two 1994 presentment offerings, the 
Partnership purchased approximately 55 Units for a total of $748,000 in 
cash.

  	In 1995, the first right of presentment offer was made to the 
Investing Partners for $10,391 per Unit, plus interest to the date of payment,
based on a December 31, 1994 valuation date.  The second right of presentment 
offer of $10,114 per Unit, plus interest to the date of payment, was made 
to the Investing Partners based on a valuation date of June 30, 1995.  As a 
result of the two 1995 presentments, the Partnership purchased an 
additional 25.99 Units for a total of $279,000 in cash.

  	During 1996, the Partnership purchased an additional 14.49 Units for a 
total of $162,000 in 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 using a valuation date of December 31, 1995.  The second 
right of presentment for 1996 of $10,572 per Unit, plus interest to the 
date of payment, was made to the Investing Partners 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 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 an annual limit on 
repurchases of 10 percent of outstanding Units.  The Partnership has no 
obligation to repurchase any Units presented to the extent that it 
determines that it has insufficient funds for such repurchases.

Capital Resources and Liquidity

  	The Partnership's primary capital resource is net cash provided by 
operating activities.

  	Net cash provided by operating activities for 1996 was $16.1 million, 
an increase of 67 percent, reflecting higher realized gas and oil prices 
during 1996 and lower financing costs, partially offset by gas and oil 
production declines.  Future cash flows will be influenced by gas and oil 
prices and production and are not presently ascertainable.

  	The Partnership's future financial condition and results of operations 
will largely depend upon prices received for its oil and natural gas 
production and the costs of acquiring, finding, developing and producing 
reserves.  A substantial portion of the Partnership's production is sold 
under market-sensitive contracts.  Prices for oil and natural gas are 
subject to fluctuations in response to changes in supply, market 
uncertainty and a variety of factors beyond the Partnership's control.  
These factors include worldwide political instability (especially in the 
Middle East), the foreign supply of oil and natural gas, the price of 
foreign imports, the level of consumer demand and the price and 
availability of alternative fuels.  With natural gas accounting for 85 
percent of the Partnership's 1996 production and 72 percent of total 
proved reserves, on an energy equivalent basis, the Partnership is affected 
more by fluctuations in natural gas prices than in oil prices.


10
<PAGE>

  	In July 1992, Apache obtained a $29,750,000 reducing revolving credit 
facility with a group of banks on behalf of the Partnership.  In order to
reduce fees, and based on its projection of future needs, the Partnership 
requested and received a reduction in the available commitment in September 
1996.  At December 31, 1996, the available commitment was $5.1 million, of 
which $2.0 million was outstanding.  On January 31, 1997, the Partnership 
repaid the outstanding debt balance and the credit facility was terminated.

  	It is expected that the net cash provided by operating activities and 
cash available through Managing Partner contributions will be sufficient to 
meet the Partnership's liquidity needs for routine operations over the next 
two years.  However, in the event that short-term operating cash 
requirements are greater than the Partnership's financial resources, the 
Partnership will seek future short-term, interest-bearing advances from the 
Managing Partner.

Private Securities Litigation Reform Act Disclosure

  	Certain forward-looking information contained in this report is being 
provided in reliance upon the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995, 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.




11
<PAGE>


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                   APACHE OFFSHORE INVESTMENT PARTNERSHIP

          INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES



<TABLE>
                                                            							Page
                                                            							Number
                                                            							------

<S>                                                                   <C>
Report of Independent Public Accountants 		                           13

Balance Sheet as of December 31, 1996 and 1995	                      	14

Statement of Income for each of the three years in the 
 period ended December 31, 1996		                                     15

Statement of Cash Flows for each of the three years in the 
 period ended December 31, 1996 	                                    	16

Statement of Changes in Partners' Capital for each of the
 three years in the period ended December 31, 1996	                  	17

Notes to Financial Statements	                                       	18

Supplemental Oil and Gas Disclosures	                                	25
</TABLE>

Schedules - 

  	All financial statement schedules have been omitted because they are 
either not required, not applicable or the information required to be 
presented is included in the financial statements or related notes thereto.




12
<PAGE>







                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Partners of Apache Offshore Investment Partnership:

  	We have audited the accompanying balance sheet of Apache Offshore 
Investment Partnership (a Delaware partnership) as of December 31, 1996 and 
1995, and the related statements of income, cash flows and changes in 
partners' capital for each of the three years in the period ended December 
31, 1996.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

  	We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

  	In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Apache Offshore 
Investment Partnership as of December 31, 1996 and 1995, and the results of 
its operations and its cash flows for each of the three years in the period 
ended December 31, 1996, in conformity with generally accepted accounting 
principles.






                                							ARTHUR ANDERSEN LLP




Houston, Texas
March 24, 1997



13
<PAGE>

                     APACHE OFFSHORE INVESTMENT PARTNERSHIP
                                  BALANCE SHEET
<TABLE>
                                                          	December 31,
                                                  	------------------------------
                                                       	1996           	1995
                                                   	------------  	------------
	ASSETS

CURRENT ASSETS:
 <S>                                               <C>            <C>      
	Cash and cash equivalents	                        $  	1,737,470 	$        	104
	Accrued revenues receivable		                         3,046,185 		   2,744,988
	Drilling advances                                          		--        		8,570
                                                    		----------		------------
                                                    			4,783,655    		2,753,662
                                                   		------------	------------
OIL AND GAS PROPERTIES, on the basis
 of full cost accounting:
	Proved properties		                                 162,877,903	  	161,821,838
	Less-Accumulated depreciation,
	  depletion and amortization		                     (155,409,894)		(151,089,712)
                                                   		------------	------------
                                                    			7,468,009	   	10,732,126
                                                   		------------	------------
                                                	 	$ 	12,251,664 	$ 	13,485,788
                                                  		============ 	============

		LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
	Accrued exploration and development	              $    	513,948	$     	426,930
	Accrued operating expenses payable and other		          398,898	      	207,422
	Payable to Apache Corporation	                         	843,084	       	69,824
                                                  		------------ 	------------
                                                    			1,755,930	      	704,176
                                                  		------------ 	------------

LONG-TERM DEBT	                                       	1,997,500		    7,310,000
                                                   		------------	------------

PARTNERS' CAPITAL:
	Managing Partner		                                    1,091,189	      	966,580
	Investing Partners (1,197.9 and 1,212.3
	  Units outstanding, respectively)	                  	7,407,045    		4,505,032
                                                   		------------ 	------------
		                                                    	8,498,234	    	5,471,612
                                                   		------------ 	------------
	                                               	  $ 	12,251,664	 $ 	13,485,788
                                                   		============ 	============

</TABLE>




                 The accompanying notes to financial statements are
                         an integral part of this statement.
14
<PAGE>

                       APACHE OFFSHORE INVESTMENT PARTNERSHIP
                                STATEMENT OF INCOME

<TABLE>
                                              	For the Year Ended December 31,
                                        	---------------------------------------------
                                              	1996        	1995	         1994
                                          	------------	------------	------------        

REVENUES:
  <S>                                      <C>          <C>          <C>
 	Oil and gas sales	                       $	17,510,612	$	13,138,358	$	16,925,627
		Interest income	                              	24,699	         	--	      	3,481
                                        			------------	------------	 -----------

                                         				17,535,311	 	13,138,358	 	16,929,108
                                        			------------ 	------------	------------

OPERATING EXPENSES:
	Depreciation, depletion
	 and amortization		                          4,320,182		  4,410,453	  	4,689,571
	Lease operating 	                           	1,216,844	  	1,372,517	    	811,623
	Administrative		                               532,325	    	529,832		    557,849
	Financing costs:
	  Interest expense	                           	339,045		    596,572	    	683,812
	  Amortization of deferred 
		  financing costs                                		--	     	14,583		     70,417
                                        			------------ 	------------	------------

	                                          			6,408,396	  	6,923,957  		6,813,272
                                        			------------ 	------------	------------


NET INCOME 	                               $	11,126,915	 $	6,214,401	$	10,115,836
                                        				============	============	============

Net income allocated to:
	Managing Partner	                         $ 	2,651,779	 $ 	1,799,940	$	2,518,929
	Investing Partners		                         8,475,136		   4,414,461		 7,596,907
                                        			------------ 	------------	------------

		                                        	$	11,126,915	 $ 	6,214,401	$	10,115,836
                                        			============	 ============	============
	
NET INCOME PER INVESTING PARTNER UNIT	     $     	7,032	 $     	3,584 $    	5,974
                                        			============	 ============	============


WEIGHTED AVERAGE INVESTING PARTNER 
 UNITS OUTSTANDING	                            	1,205.3    		1,231.6	    	1,271.6
                                        			============ 	============	============
</TABLE>




                 The accompanying notes to financial statements are
                        an integral part of this statement.
15
<PAGE>

                      APACHE OFFSHORE INVESTMENT PARTNERSHIP
                             STATEMENT OF CASH FLOWS

<TABLE>
                                                       	For the Year Ended December 31,
                                                     	--------------------------------------
                                                         	1996	        1995        	1994
                                                      	-----------	-----------	-----------

CASH FLOWS FROM OPERATING ACTIVITIES:
 <S>                                                  <C>          <C>         <C>
	Net income 	                                         $	11,126,915	$	6,214,401	$	10,115,836
	Adjustments to reconcile net income 
	 to net cash provided by operating activities:
	  Depreciation, depletion and amortization		            4,320,182 	 4,410,453 	  4,689,571
	  Amortization of deferred financing costs	                   	--     	14,583 	    	70,417
	  Changes in operating assets and liabilities:
	    (Increase) decrease in accrued revenues receivable	  (301,197)  	(715,704)  	1,347,473
	    Increase (decrease) in accrued 
		    operating expenses payable	                         	191,476      	2,340    	(166,850)
	    Increase (decrease) in payable to Apache	            	773,260   	(248,397) 	 	(693,937)
	    Other                                                    		-- 	       	-- 	   	(50,921)
                                                     			-----------	-----------	-----------
		Net cash provided by operating activities		           16,110,636	 	9,677,676 		15,311,589
                                                     			-----------	-----------	-----------

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to oil and gas properties	                  	(1,073,490)	(3,159,530) 	 	(902,841)
	Proceeds from sales of oil and gas properties	            	17,425	   	264,072	         	--
	Non-cash portion of oil and gas property additions	       	87,018   		268,803	    	145,350
	(Increase) decrease in drilling advances	                  	8,570	    	(8,570)	    	76,434
                                                      			-----------	-----------	-----------
		Net cash used in investing activities	                 	(960,477)	(2,635,225)  		(681,057)
                                                      			-----------	-----------	-----------
	
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repurchase of Partnership Units		                        (161,899)	 	(279,064)   		(748,112)
	Distributions to Investing Partners	                  	(5,411,224)	(2,778,868) 		(5,750,224)
	Distributions to Managing Partner, net	               	(2,527,170)	(1,859,519) 		(2,777,196)
	Payments of long-term debt	                           	(5,312,500)	(2,125,000) 		(5,355,000)
                                                      		----------- 	----------	-	-----------
		Net cash used in financing activities              		(13,412,793)	(7,042,451) 	(14,630,532)
                                                    			-----------	-----------	-----------

NET INCREASE IN CASH AND CASH EQUIVALENTS		              1,737,366        		--	         	--


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

CASH AND CASH EQUIVALENTS, END OF YEAR 	               $	1,737,470	  $    	104	  $      	104
                                                    			===========	  =========== 	===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid during the year for interest                $  	285,000	$  	597,000	 $   	681,980
                                                     			===========	==========		===========
</TABLE>


                   The accompanying notes to financial statements are
                           an integral part of this statement.
16
<PAGE>

                         APACHE OFFSHORE INVESTMENT PARTNERSHIP
                       STATEMENT OF CHANGES IN PARTNERS' CAPITAL


<TABLE>
                                         	Managing	   Investing
                                         	Partner	     Partners	     Total
                                       	------------	------------	------------

<S>                                     <C>            <C>          <C>
BALANCE, DECEMBER 31, 1993	             $	1,284,426	$ 	2,049,932	$ 	3,334,358

	Distributions, net	                    	(2,777,196)		(5,750,224)		(8,527,420)

	Repurchase of Partnership Units	               	--	   	(748,112)	  	(748,112)

	Net income 		                            2,518,929	  	7,596,907  	10,115,836
                                     			------------	------------	------------

BALANCE, DECEMBER 31, 1994		              1,026,159	  	3,148,503	  	4,174,662

	Distributions, net	                    	(1,859,519)		(2,778,868)		(4,638,387)

	Repurchase of Partnership Units               		--		   (279,064)	  	(279,064)

	Net income	                             	1,799,940	  	4,414,461  		6,214,401
                                     			-----------  -	------------	------------

BALANCE, DECEMBER 31, 1995	                	966,580	  	4,505,032		  5,471,612

	Distributions, net	                    	(2,527,170)		(5,411,224)		(7,938,394)

	Repurchase of Partnership Units	               	--	   	(161,899)	  	(161,899)

	Net income                             		2,651,779	  	8,475,136	 	11,126,915
                                    				------------		------------		------------

BALANCE, DECEMBER 31, 1996	             $	1,091,189	 $	7,407,045 	$	8,498,234
                                    			============	============	============
</TABLE>



                   The accompanying notes to financial statements are
                          an integral part of this statement.
17
<PAGE>

                         APACHE OFFSHORE INVESTMENT PARTNERSHIP
                             NOTES TO FINANCIAL STATEMENTS


(1) ORGANIZATION:

Nature of Operations -

  	Apache Offshore Investment Partnership was formed as a Delaware 
general partnership on October 31, 1983, consisting of Apache 
Corporation  (Apache) as Managing Partner and public investors as 
Investing Partners.  The Partnership invested its entire capital in 
Apache Offshore Petroleum Limited Partnership, a Delaware limited 
partnership formed to conduct oil and gas exploration, development and 
production operations.  The accompanying financial statements include 
the accounts of both the limited and general partnerships.  Apache is 
the general partner of both Partnerships and holds approximately four 
percent of the 1,197.9 Investing Partner Units outstanding at December 
31, 1996.  The term "Partnership," as used hereafter, refers to the 
limited or the general partnership, as the case may be.

  	The Partnership purchased, at cost, an 85 percent interest in 
offshore leasehold interests acquired by Apache as a co-venturer in a 
series of oil and gas exploration, development and production 
activities on 87 federal lease tracts (18 remain as of December 31, 
1996) in the Gulf of Mexico, offshore Louisiana and Texas.  The 
remaining 15 percent interest was purchased by an affiliated 
partnership or retained by Apache.  The Partnership acquired an 
increased revenue interest in Matagorda Island Blocks 681 and 682 in 
November 1992, when the Partnership and Apache formed a joint venture 
to acquire a 92.6 percent working interest in the blocks.

  	As of December 31, 1996, the Partnership had participated in 14 
federal offshore lease sales in which 49 prospects were acquired 
(through the same date 38 prospects have been surrendered/sold).  The 
Partnership's working interests in the 11 remaining Venture prospects 
range from 4.92 percent to 7.08 percent.

  	The Partnership's future financial condition and results of 
operations will depend largely upon prices received for its oil and 
natural gas production and the costs of acquiring, finding, developing 
and producing reserves.  A substantial portion of the Partnership's 
production is sold under market-sensitive contracts. Prices for oil and 
natural gas are subject to fluctuations in response to changes in 
supply, market uncertainty and a variety of factors beyond the 
Partnership's control. These factors include worldwide political 
instability (especially in the Middle East), the foreign supply of oil 
and natural gas, the price of foreign imports, the level of consumer 
demand, and the price and availability of alternative fuels.  With 
natural gas accounting for 85 percent of the Partnership's 1996 
production and 72 percent of total proved reserves, on an energy 
equivalent basis, the Partnership is affected more by fluctuations in 
natural gas prices than in oil prices.

  	Under the terms of the Partnership Agreements, the Investing 
Partners receive 80 percent and Apache receives 20 percent of revenue.  
The Investing Partners generally pay for 90 percent and Apache 
generally pays for 10 percent of exploration and development costs and 
expenses incurred by the Partnership.  However, intangible drilling 
costs, interest costs and fees or expenses related to the loans incurred 
by the Partnership are allocated 99 percent to the Investing Partners 
and one percent to Apache until such time as the amount so allocated to 
the Investing Partners' accounts equals 90 percent of the total amount 
of such costs, including such costs incurred by Apache prior to the 
formation of the Partnerships.


18
<PAGE>

  	An amendment to the Partnership Agreement adopted in February 1994, 
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.  In the initial presentment 
period, based upon a valuation date of December 31, 1993, and the 
second presentment period, based upon a valuation date of June 30, 
1994, the Investing Partners sold a total of 55 Units to the 
Partnership.  For these presentment periods, the Partnership offered 
purchase prices of $13,226 and $12,562 per Unit, respectively, plus 
interest to the date of payment for a total of $748,000 in cash.  The 
right of presentment offers for 1995 of $10,391 per Unit and $10,114 
per Unit, plus interest to the date of payment, were made to the 
Investing Partners based on valuation dates of December 31, 1994 and 
June 30, 1995, respectively.  As a result of the two 1995 presentments, 
the Partnership purchased an additional 25.99 Units for a total of 
$279,000 in cash.

  	During 1996, the Investing Partners sold a total of 14.49 Units to 
the Partnership for a total of $162,000 in cash.  The first right of 
presentment was based upon a valuation date of December 31, 1995 for a 
purchase price of $10,698 per Unit, plus interest to the date of 
payment.  The second presentment offer was based on a valuation date of 
June 30, 1996 for a purchase price of $10,572 per Unit, plus interest 
to the payment date.

  	The Partnership is not in a position to predict how many Units will 
be presented for repurchase during 1997, however, no more than 10 
percent of the outstanding Units may be purchased under the right of 
presentment in any year. The Partnership has no obligation to purchase 
any Units presented to the extent that it determines that it has 
insufficient funds for such purchases.

Repurchase Price - 

  	The table below sets forth the total repurchase price and the 
repurchase price per Unit for all outstanding Units at each presentment 
period, based on the Right of Presentment valuation formula defined in 
the Amendment to the Partnership Agreement. The right of presentment 
offers, made twice annually, are based on a discounted Unit value 
formula.  The discounted Unit value will be not less than the Investing 
Partner's share of: (a) the sum of (i) 70 percent of the discounted 
estimated future net revenues from proved reserves, discounted at a 
rate of 1.5 percent over prime or First National Bank of Chicago's base 
rate in effect at the time the calculation is made, (ii) cash on hand, 
(iii) prepaid expenses, (iv) accounts receivable less a reasonable 
reserve for doubtful accounts, (v) oil and gas properties other than 
proved reserves at cost less any amounts attributable to drilling and 
completion costs incurred by the Partnership and included therein, and 
(vi) the book value of all other assets of the Partnership, less the 
debts, obligations and other liabilities of all kinds (including 
accrued expenses) then allocable to such interest in the Partnership, 
all determined as of the valuation date, divided by (b) the number of 
Units, and fractions thereof, outstanding as of the valuation date.  
The discounted Unit value does not purport to be, and may be 
substantially different from, the fair market value of a Unit.



19
<PAGE>
<TABLE>
 	(Unaudited)
                                       		Total
                                   				Repurchase  	Repurchase Price
 	Right of Presentment Valuation Date	    Price 	       Per Unit
 	------------------------------------	------------	-----------------
  <C>                                  <C>               <C>   
 	December 31, 1993	                   $	20,980,558     	$	     13,226
 
 	June 30, 1994		                        17,540,491	           	12,562
 
 	December 31, 1994	                    	14,725,170	           	10,391
 
 	June 30, 1995	                        	13,345,913	           	10,114
 
 	December 31, 1995		                    14,181,413           		10,698
 
 	June 30, 1996		                        16,881,655		           10,572
</TABLE>
	Capital Contributions - 

  	A total of $85,000 per Unit, or approximately 57 percent of investor 
subscriptions, were called through December 31, 1996.  The Partnership 
determined the full $150,000 per Unit was not needed, and upon 
completion of the last subscription call in November 1989, released the 
Investing Partners from their remaining liability.  As a result of 
investors defaulting on cash calls and repurchases under the 
presentment offer discussed above, the original 1,500 Units have been 
reduced to 1,197.9 Units at December 31, 1996.


(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Statement Presentation -

  	The accounts of the Partnership are maintained on a tax basis method 
of accounting in accordance with the Articles of Partnership and 
methods of reporting allowed for federal income tax purposes.

  	Financial statements included in reports which the Partnership files 
with the Securities and Exchange Commission (SEC) are required to be 
prepared in conformity with generally accepted accounting principles.  
Accordingly, the accompanying financial statements were prepared to 
reflect memorandum entries to convert from tax basis to the accrual 
basis method in conformity with generally accepted accounting 
principles.

Statement of Cash Flows -

  	The Partnership considers all highly liquid debt instruments 
purchased with an original maturity of three months or less to be cash 
equivalents.  These investments are carried at cost which approximates 
market.

Oil and Gas Properties -

  	The Partnership uses the full cost method of accounting for 
financial statement purposes.  Under this method, the Partnership 
capitalizes all acquisition, exploration and development costs incurred 
for the purpose of finding oil and gas reserves.  The amounts 
capitalized under this method include dry hole costs, leasehold costs, 
engineering, geological, exploration, development and other similar 
costs.  Costs associated with production and administrative functions 
are expensed in the period incurred.  Unless a significant portion of 
the Partnership's reserve volumes are sold (greater than 25 percent), 
proceeds from the sale of oil and gas properties are accounted for as 
reductions to capitalized costs, and gains or losses are not 
recognized.

20
<PAGE>
  
  	Capitalized costs of oil and gas properties are amortized on the 
future gross revenue method whereby the provision for depreciation, 
depletion and amortization (DD&A) is computed quarterly by dividing the 
net cost of evaluated oil and gas properties, including estimated 
future development costs, by estimated future gross revenue from proved 
oil and gas reserves and applying the resulting rate to oil and gas 
sales for the period.  The amortizable base includes estimated 
dismantlement, restoration and abandonment costs, net of estimated 
salvage values.

  	The Partnership limits the capitalized costs of oil and gas 
properties, net of accumulated DD&A, to the estimated future net cash 
flows from proved oil and gas reserves discounted at 10 percent, plus 
the lower of cost or fair market value of unproved properties.  If 
capitalized costs exceed this limit, the excess is charged to DD&A 
expense.  The Partnership has not recorded any write-downs of 
capitalized costs for the three years presented.

Per Unit Calculation -

  	The net income per Investing Partner Unit is calculated by dividing 
the aggregate Investing Partners' net income for the period by the 
number of weighted average Investing Partner Units outstanding for that 
period.

Income Taxes -

  	The profit or loss of the Partnership for federal income tax 
reporting purposes is included in the income tax returns of the 
partners.  Accordingly, no recognition has been given to income taxes 
in the accompanying financial statements.

Deferred Financing Costs -

  	Amortization of deferred financing costs in 1995 and 1994 of $14,583 
and $70,417, respectively, were related to the revolving credit 
facility.

Use of Estimates - 

  	The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates 
and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the 
date of the financial statements and the reported amounts of revenues 
and expenses during the reporting period.  Actual results could differ 
from those estimates.  Significant estimates with regard to these 
financial statements include the estimate of proved oil and gas reserve 
volumes and the related present value of estimated future net revenues 
therefrom (see supplemental oil and gas disclosures).

Payable to Apache -

  	Payable to Apache 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 Apache in the 
following month after the Partnership's transactions are processed and 
the net results from operations are determined.

Maintenance and Repairs - 

  	Maintenance and repairs are charged to expense as incurred.  
Recompletions and replacements which improve or extend the life of 
existing properties are capitalized.


21
<PAGE>

(3) COMPENSATION TO APACHE

	Apache is entitled to the following types of compensation and 
reimbursement for costs and expenses.
<TABLE>
                                		Total incurred by the Investing
                                  		Partners for the year ended
                                            December 31,
                                  	---------------------------------
                                     		1996	    1995	    1994
                                    		------  	------  	------
                                         		(In thousands)

a. Apache is reimbursed for general,
  	administrative and overhead
  	expenses incurred in connection
  	with the management and operation
 <S>                                    <C>      <C>      <C>
	of the Partnership's business.	        $	426	   $	424	   $	446
                                     		======= 	======= 	=======

b. Apache is reimbursed for 
  	exploration and development overhead
  	costs incurred in the Partnership's 
  	operations, which costs are based on 
  	exploration and development activities 
  	and are capitalized to oil and gas 
  	properties.	                         $ 	77	   $	142	   $ 	31
                                    	 	======= 	======= 	=======
</TABLE>

  	Apache operates certain Partnership properties.  Billings are 
made on the same basis as to unaffiliated third parties or at 
prevailing industry rates.


(4) OIL AND GAS PROPERTIES

  	The following tables contain direct cost information and changes in 
the Partnership's oil and gas properties for each of the years ended 
December 31.  All costs of oil and gas properties are currently being 
amortized.
<TABLE>
Oil and Gas Properties	1996	1995	1994
----------------------	--------	--------	--------
	(In thousands)

<S>                                  <C>         <C>         <C>
Balance, beginning of year	          $	161,822	  $	158,926	  $	158,024
Costs incurred during the year:
	Leasehold additions (retirements) -
		Investing Partners                      		23	        	(3)	       	--
		Managing Partner		                         3		        --	        	--
	Development -
		Investing Partners		                   1,020	     	3,092	       	851
		Managing Partner	                        	27	        	71	        	51
	Property sales proceeds(1) -
		Investing Partners	                     	(13)	     	(234)	       	--
		Managing Partner	                        	(4)	      	(30)	       	--
                                      	--------  	---------    	---------

Balance, end of year	                $	162,878	  $	161,822	  $	158,926  
                                   		=========  	=========	  =========
</TABLE>
(1) The 1996 property sales proceeds are a result of the sale of the 
    No-See-Um (Vermillion 226/337) prospect.  Partnership's interests 
    sold in 1995 related to non-producing, non-unitized leases.


22
<PAGE>
<TABLE>
	Accumulated Depreciation,           	Managing 	Investing
	Depletion and Amortization	          Partner	   Partners	    Total
	--------------------------	         --------  	---------  	---------
                                           				(In thousands)

 <S>                                 <C>        <C>         <C>
	Balance, December 31, 1993	         $	18,148	  $	123,842	  $	141,990
		Provisions		                            584	     	4,105	     	4,689
                                 			---------  	---------   	---------

	Balance, December 31, 1994		          18,732	   	127,947	   	146,679
		Provisions                            		441	     	3,970	     	4,411
                                 			---------  	---------   	---------

	Balance, December 31, 1995		          19,173	   	131,917		   151,090
		Provisions	                            	467	     	3,853		     4,320
                                 			---------  	---------	   ---------

	Balance, December 31, 1996	         $	19,640	  $	135,770	  $	155,410
                                 			=========  	=========  	=========
</TABLE>
  	The Partnership's aggregate DD&A expense was 25 percent, 34 percent 
and 28 percent of oil and gas sales for 1996, 1995 and 1994, 
respectively.


(5) MAJOR CUSTOMER INFORMATION

  	Revenues received from major third party customers exceeding ten 
percent of oil and gas sales is discussed below.  No other third party 
customers individually accounted for more than ten percent of oil and 
gas sales.

  	Purchases by Producers Energy Marketing LLC (ProEnergy), a 44 
percent owned affiliate of Apache, accounted for 73 percent of the 
Partnership's oil and gas sales in 1996.  The prices the Partnership 
receives for its gas production are, in the opinion of Apache, not 
substantially different from prices that would be received from a non-
affiliated party.  Beginning with April 1996 production, ProEnergy was 
the principal purchaser of the Partnership's natural gas production.  
Purchases of oil and condensate by Plains Petroleum Operating Co. 
(Plains Petroleum) accounted for an additional 10 percent of the 1996 
oil and gas sales.

  	Natural Gas Clearinghouse (NGC) was the principal purchaser of the 
Partnership's spot market gas production from April 1990 through 
September 30, 1995.  Sales to NGC accounted for 49 percent and 77 
percent of the Partnership's oil and gas sales in 1995 and 1994, 
respectively.  Plains Petroleum purchases accounted for 28 percent and 
14 percent of the Partnership's oil and gas sales in 1995 and 1994, 
respectively.

  	Effective November 1992, with Apache's and the Partnership's 
acquisition of an additional revenue interest in Matagorda Island 
Blocks 681 and 682, a wholly-owned subsidiary of Apache purchased from 
Shell Oil Company (Shell) a 14.4 mile natural gas and condensate 
pipeline connecting Matagorda Island Block 681 to onshore markets. The 
Partnership paid an Apache subsidiary transportation fees totaling $.2 
million in each of 1996 and 1995 and $.3 million in 1994 for 
transportation of the Partnership's share of gas.  The fees, which are 
netted against oil and gas sales on the income statement, were at the 
same rates and terms as previously paid to Shell.

  	The Partnership's revenues are derived principally from 
uncollateralized sales to customers in the oil and gas industry; 
therefore, customers may be similarly affected by changes in economic 
and other conditions within the industry.  The Partnership has not 
experienced material credit losses on such sales.

23
<PAGE>

(6) DEBT

  	In July 1992, through Apache, the Partnership obtained a line of 
credit. Proceeds from this reducing revolving bank facility were used 
to repay the limited recourse note which had previously been issued to 
finance offshore leasehold in the Partnership.  At December 31, 1996, 
the Partnership had an available line of $5.1 million of which $2.0 
million was outstanding.  The $2.0 million of outstanding debt was due 
in 1998; however, on January 31, 1997, the Partnership repaid the loan 
in its entirety and terminated the facility.

  	At the Partnership's option, interest rates on the facility were 
based on the London Interbank Offered Rate (LIBOR) plus .75 percent 
(equal to 6.44 percent at December 31, 1996) or at First National Bank 
of Chicago's base rate plus .5 percent (equal to 8.75 percent at 
December 31, 1996).

  	It is expected that cash flows from operating activities and 
Managing Partner contributions will be sufficient to meet the 
Partnership's liquidity needs for routine operations over the next two 
years. However, in the event short-term operating cash requirements are 
greater than the Partnership's financial resources, the Partnership 
will seek future short-term, interest-bearing advances from the 
Managing Partner.

(7) FINANCIAL INSTRUMENTS

  	The carrying amount of cash and cash equivalents, accrued revenue 
receivables and other financial instruments included in the 
accompanying balance sheet approximated market value at December 31, 
1996 and 1995.  The Partnership did not engage in hedging activities 
during the three year period ended December 31, 1996.



24
<PAGE>

                   SUPPLEMENTAL OIL AND GAS DISCLOSURES
                                (UNAUDITED)

Oil and Gas Reserve Information - 

  	Proved oil and gas reserve quantities are based on estimates 
prepared by Ryder Scott Company Petroleum Engineers, independent 
petroleum engineers, in accordance with guidelines established by the 
SEC.  These reserves are subject to revision due to the inherent 
imprecision in estimating reserves, and are revised as additional 
information becomes available.  All of the Partnership's reserves are 
located offshore Texas and Louisiana.

  	There are numerous uncertainties inherent in estimating quantities 
of proved reserves and projecting future rates of production and timing 
of development expenditures.  The following reserve data represents 
estimates only and should not be construed as being exact.
<TABLE>
(Oil in Mbbls and gas in MMcf)

Proved Reserves	1996	1995	1994
Developed and	-----------------	------------------	------------------
Undeveloped	Oil	Gas	Oil	Gas	Oil	Gas
---------------	------	------	------	------	------	------

<S>                           <C>    <C>     <C>    <C>     <C>    <C>
Beginning of year		           1,169		20,848		1,237		25,122		1,373		29,305
	Extensions, discoveries
	and other additions           		--	   	252	    	8	   	182	   	24	   	295
	Revisions of
	previous estimates	            	60	   	957	  	134	 	1,596   		90	 	2,662
	Production	                  	(164)	(5,651)		(210) (6,052)		(250) (7,140)
	Sales of reserves in-place	    	--	   	(10)	  	--	    	--		   --	    	--
                          				------ 	------	----- 	------  	----- -------
End of year		                	1,065 	16,396 	1,169 	20,848 	1,237 	25,122
                         					======	======		=====		=====		======		=======
Proved Developed
----------------

Beginning of year		           1,112		18,798		1,150		22,701		1,324		27,727
                        					======	======= ====== ======= 	======		=======

End of year			                  917		14,223		1,112		18,798		1,150		22,701
                       						======		======		=====		=====		======		=======
</TABLE>

Future Net Cash Flows -

  	The following table sets forth unaudited information concerning 
future net cash flows from oil and gas reserves.  Future cash inflows 
is based on year-end prices. Operating costs and future development 
costs are based on current costs with no escalation.  As the Registrant 
is a general partnership, and therefore pays no income taxes, estimated 
future income tax expenses are omitted.  This information does not 
purport to present the fair market value of the Partnership's oil and 
gas assets, but does present a standardized disclosure concerning 
possible future net cash flows that would result under the assumptions 
used.


25
<PAGE>

             SUPPLEMENTAL OIL AND GAS DISCLOSURES - (CONTINUED)
                                (UNAUDITED)

<TABLE>
Discounted Future Net Cash Flows
Relating to Proved Reserves                   	At December 31,
                                   	-------------------------------------
                                        	1996	      1995	      1994
                                     	----------	----------	----------
                                              	(In thousands)

<S>                                     <C>       <C>       <C>
Future cash inflows	                    $	97,475 	$	75,770 	$	60,383
Future production and development costs		(14,072)		(10,615) 	(11,945)
                                      	----------		--------		----------
Net cash flows	                          	83,403  		65,155	  	48,438
10 percent annual discount rate	        	(21,325)		(16,040)		(13,206)
                                      	----------		--------- ---------
Discounted future net cash flows	       $	62,078	 $	49,115	 $	35,232
                                    		==========	 =========	==========
</TABLE>

  	The following table sets forth the principal sources of change in 
the discounted future net cash flows:
<TABLE>
                                     	For the Years Ended December 31,
                                   	------------------------------------- 
                                          	1996	     1995	      1994
                                      	----------	----------	----------
                                               	(In thousands)

<S>                                     <C>        <C>        <C>
Sales, net of production costs	         $	(16,294)	$	(11,766)	$	(16,114)
Net change in prices and production costs		22,269	   	15,808	   	(9,824)
Extensions, discoveries and other additions  	862	      	566	      	735
Revisions of quantities	                   	3,920	    	4,447	    	3,910
Accretion of discount	                     	4,912	    	3,523		    5,229
Changes in future development costs	        	(607)	     	301	      	113
Sales of reserves in-place	                  	(18)      		--	       	--
Changes in production rates and other	    	(2,081)	   	1,004	   	(1,104)
                                     		----------		----------		----------
	                                        $	12,963	  $	13,883	 $	(17,055)
                                      		==========	==========	==========
</TABLE>

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL	DISCLOSURE

     			None.


26
<PAGE>

                                  PART III


ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  	All management functions are performed by Apache, the Managing Partner 
of the Registrant.  The Registrant itself has no officers or directors.  
Information concerning the officers and directors of Apache set forth under 
the captions "Information About Nominees for Election as Directors," 
"Information About Continuing Directors," "Executive Officers of the 
Company," and "Voting Securities and Principal Holders" in the proxy 
statement relating to the 1997 annual meeting of shareholders of Apache 
(the "Apache Proxy") is incorporated herein by reference.


ITEM 11.	EXECUTIVE COMPENSATION

  	See Note (3), "Compensation to Apache" of the Registrant's financial 
statements, under Item 8 above, for information regarding compensation to 
Apache as Managing Partner.  The information concerning the compensation 
paid by Apache to its officers and directors set forth under the captions 
"Summary Compensation Table," "Option/SAR Grants Table," "Option/SAR 
Exercises and Year-End Value Table," "Long-Term Incentive Plans - Awards in 
Last Fiscal Year", "Employment Contracts and Termination of Employment and 
Change-in-Control Arrangements," and "Director Compensation" in the Apache 
Proxy is incorporated herein by reference.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  	Apache, as an Investing Partner and the General Partner, owns 53 
Units, or approximately four percent of the outstanding Units of the 
Registrant as of December 31, 1996. Directors and officers of Apache own 
10.4 Units, approximately one percent of the Registrant's Units, as of 
December 31, 1996.  Apache owns a one-percent General Partner interest (15 
equivalent Units).  To the knowledge of the Registrant, no Investing 
Partner owns, of record or beneficially, more than five percent of the 
Registrant's outstanding Units.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  	Effective November 1992, with Apache's and the Partnership's 
acquisition of an additional revenue interest in Matagorda Island Blocks 
681 and 682, a wholly-owned subsidiary of Apache purchased from Shell a 
14.4 mile-long natural gas and condensate pipeline connecting Matagorda 
Island Block 681 to onshore markets.  The Partnership paid the Apache 
subsidiary transportation fees totaling $.2 million in each of 1996 and 
1995 and $.3 million in 1994 for transportation of the Partnership's share 
of gas. The fees, which are netted against oil and gas sales on the income 
statement, were at the same rates and terms as previously paid to Shell.

  	Apache markets the Partnership's natural gas production through 
ProEnergy, an affiliate of Apache.  At December 31, 1996, Apache held a 44 
percent interest in ProEnergy.  The prices the Partnership receives for its 
gas production are, in the opinion of Apache, not substantially different 
from the prices that would be received from a non-affiliated party.



27
<PAGE>

                                 PART IV


ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

a. (1) Financial Statements - See accompanying index to financial 
       statements in Item 8 above.

   (2) Financial Statement Schedules - See accompanying index to financial 
       statements in Item 8 above.

   (3) Exhibits

     		3.1	Partnership Agreement of Apache Offshore Investment 
           Partnership (incorporated by reference to Exhibit (3)(i) 
           to Form 10 filed by Registrant 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 
           Registrant'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 Registrant with 
           the Commission on April 30, 1985, Commission File No. 0-
           13546).

    		10.1	Credit Agreement dated July 24, 1992, between Apache, 
           the Lenders named therein and the First National Bank of 
           Chicago, as Agent (incorporated by reference to Exhibit 
           10.1 to Registrant's Quarterly Report on Form 10-Q for 
           the quarter ended June 30, 1992, Commission File No. 0-
           13546).

     	10.2	Second Amendment, dated as of July 29, 1994, to Credit 
           Agreement between Apache, the Lenders named therein and 
           the First National Bank of Chicago, as Agent 
           (incorporated by reference to Exhibit 10.1 to 
           Registrant's Quarterly Report on Form 10-Q for the 
           quarter ended September 30, 1994, Commission File No. 1-
           13546).

     	10.3	Third Amendment, dated as of March 31, 1995, to the 
           Credit Agreement between Apache, the Lenders named 
           therein and the First National Bank of Chicago, as Agent 
           (incorporated by reference to Exhibit 10.6 to 
           Registrant's Annual Report on Form 10-K for the year 
           ended December 31, 1995, Commission File No. 0-13546).

     	10.4	Form of Assignment and Assumption Agreement between 
           Apache Corporation and Apache Offshore Petroleum Limited 
           Partnership (incorporated by reference to Exhibit 10.2 to 
           Registrant's Quarterly Report on Form 10-Q for the 
           quarter ended June 30, 1992, Commission File No. 0-
           13546).

     	10.5	Joint Venture Agreement, dated as of November 23, 1992, 
           between Apache Corporation and Apache Offshore Petroleum 
           Limited Partnership (incorporated by reference to Exhibit 
           10.6 to Registrant's Annual Report on Form 10-K for the 
           year ended December 31, 1992, Commission File No. 0-
           13546).


28
<PAGE>

     	10.6	Matagorda Island 681 Field Purchase and Sale Agreement 
           with Option to Exchange, dated November 24, 1992, between 
           Apache Corporation, Shell Offshore, Inc. and SOI 
           Royalties, Inc. (incorporated by reference to Exhibit 
           10.7 to Registrant's Annual Report on Form 10-K for the 
           year ended December 31, 1992, Commission File No. 0-
           13546).

    	*23.1	Consent of Ryder Scott Company Petroleum Engineers.

    	*27.1	Financial Data Schedule.

     	99.1	Consent statement of the Registrant, dated January 7, 
           1994 (incorporated by reference to Exhibit 99.1 to 
           Registrant's Annual Report on Form 10-K for the year 
           ended December 31, 1993, Commission File No. 0-13546).

     	99.2	Proxy statement dated March 28, 1997, relating to the 
           1997 annual meeting of shareholders of Apache Corporation 
           (incorporated by reference to the document filed by 
           Apache pursuant to Rule 14A, Commission File No. 1-4300, 
           dated March 28, 1997).

        			*Filed herewith.

   b.	Reports filed on Form 8-K.

    		No reports on Form 8-K were filed during the fiscal quarter 
      ended December 31, 1996.



29
<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


Date:	March 26, 1997	               By: /s/ Raymond Plank
                                 			----------------------------------------
                             							Raymond Plank,
                             							Chairman and Chief Executive Officer



                          	POWER OF ATTORNEY

  	The officers and directors of Apache Corporation, General Partner of 
Apache Offshore Investment Partnership, whose signatures appear below, 
hereby constitute and appoint Raymond Plank, G. Steven Farris, Z.S. 
Kobiashvili and Mark A. Jackson, and each of them (with full power to each 
of them to act alone), the true and lawful attorney-in-fact to sign and 
execute, on behalf of the undersigned, any amendment(s) to this report and 
each of the undersigned does hereby ratify and confirm all that said 
attorneys shall do or cause to be done by virtue thereof.

  	Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

Signature		Title		Date

/s/ Raymond Plank		       Chairman and Chief Executive        	March 26, 1997
-----------------------		 Officer (Principal Executive
Raymond Plank		           Officer)


/s/ Mark A. Jackson	     	Vice President and Chief             	March 26, 1997
-----------------------		 Financial Officer (Principal
Mark A. Jackson		         Financial Officer)


/s/ Thomas L. Mitchell		  Controller and Chief                 	March 26, 1997
-----------------------		 Accounting Officer (Principal
Thomas L. Mitchell		      Accounting Officer)
		


<PAGE>


Signature		                Title	                                Date


/s/ Frederick M. Bohen		   Director
------------------------------
Frederick M. Bohen                                            	March 26, 1997


/s/ Virgil B. Day		        Director
------------------------------
Virgil B. Day	                                                 March 26, 1997


/s/ G. Steven Farris		     Director
------------------------------
G. Steven Farris	                                              March 26, 1997


/s/ Randolph M. Ferlic		   Director
------------------------------
Randolph M. Ferlic	                                            March 26, 1997


/s/ Eugene C. Fiedorek		   Director
------------------------------
Eugene C. Fiedorek	                                           March 26, 1997


/s/ W. Brooks Fields		     Director
------------------------------
W. Brooks Fields	                                             March 26, 1997


/s/ Robert V. Gisselbeck		 Director
------------------------------
Robert V. Gisselbeck	                                         March 26, 1997


/s/ Stanley K. Hathaway		  Director
------------------------------
Stanley K. Hathaway                                          	March 26, 1997


/s/ George D. Lawrence Jr.		Director
------------------------------
George D. Lawrence Jr.			                                     March 26, 1997


/s/ Mary Ralph Lowe	      	Director
------------------------------
Mary Ralph Lowe		                                            	March 26, 1997


/s/ John A. Kocur		        Director
------------------------------
John A. Kocur	                                                March 26, 1997


/s/ Joseph A. Rice		       Director
------------------------------
Joseph A. Rice	                                               March 26, 1997




<PAGE>