UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

APACHE OFFSHORE INVESTMENT PARTNERSHIP

(exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		41-1464066 (I.R.S. Employer Identification No.)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code: (713) 296-6000

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ

Number of registrant’s units outstanding as of March 31, 2009		1,022

 

 

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED INCOME
(Unaudited)

		For the Three Months
		Ended March 31,
		2009				2008
REVENUES:
Oil and gas sales		$	1,131,168			$	2,191,424
Interest income			130				18,286
			1,131,298				2,209,710
EXPENSES:
Depreciation, depletion and amortization			295,532				225,830
Asset retirement obligation accretion			16,459				15,528
Lease operating expenses			387,835				235,522
Gathering and transportation costs			19,967				20,390
Administrative			112,500				104,750
			832,293				602,020
NET INCOME		$	299,005			$	1,607,690
NET INCOME ALLOCATED TO:
Managing Partner		$	115,563			$	360,756
Investing Partners			183,442				1,246,934
		$	299,005			$	1,607,690
NET INCOME PER INVESTING PARTNER UNIT		$	180			$	1,201
WEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDING			1,021.5				1,038.2

The accompanying notes to financial statements
are an integral part of this statement.

APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)

		For the Three Months
		Ended March 31,
		2009				2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	299,005			$	1,607,690
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization			295,532				225,830
Asset retirement obligation accretion			16,459				15,528
Changes in operating assets and liabilities:
(Increase) decrease in accrued revenues receivable			196,239				(53,024	)
(Increase) decrease in receivable from/payable to Apache Corporation			(84,281	)			(104,570	)
Increase (decrease) in accrued operating expenses			2,005				(102,159	)
Net cash provided by operating activities			724,959				1,589,295
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties			(473,815	)			(26,843	)
Net cash used in investing activities			(473,815	)			(26,843	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to Investing Partners			—				(2,076,388	)
Distributions to Managing Partner			(145,333	)			(334,236	)
Net cash used in financing activities			(145,333	)			(2,410,624	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			105,811				(848,172	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			1,131,615				2,781,885
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	1,237,426			$	1,933,713

The accompanying notes to financial statements
are an integral part of this statement.

APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)

		March 31,				December 31,
		2009				2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,237,426			$	1,131,615
Accrued revenues receivable			134,579				330,818
			1,372,005				1,462,433
OIL AND GAS PROPERTIES, on the basis of full cost accounting:
Proved properties			187,422,255				186,955,531
Less — Accumulated depreciation, depletion and amortization			(182,033,078	)			(181,737,546	)
			5,389,177				5,217,985
		$	6,761,182			$	6,680,418
LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES:
Payable to Apache Corporation		$	162,336			$	246,617
Accrued exploration and development			15,538				22,629
Accrued operating expenses			100,611				98,606
			278,485				367,852
ASSET RETIREMENT OBLIGATION			1,138,267				1,121,808
PARTNERS’ CAPITAL:
Managing Partner			34,695				64,465
Investing Partners (1,021.5 units outstanding)			5,309,735				5,126,293
			5,344,430				5,190,758
		$	6,761,182			$	6,680,418

The accompanying notes to financial statements
are an integral part of this statement.

APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Apache Offshore Investment Partnership, a Delaware general partnership (the Investment Partnership), was formed on October 31, 1983, consisting of Apache Corporation, a Delaware corporation (Apache or the Managing Partner), as Managing Partner and public investors (the Investing Partners). The Investment Partnership invested its entire capital in Apache Offshore Petroleum Limited Partnership, a Delaware limited partnership (the Operating Partnership). The primary business of the Investment Partnership is to serve as the sole limited partner of the Operating Partnership. The accompanying financial statements include the accounts of both the Investment Partnership and the Operating Partnership. The term “Partnership”, as used herein, refers to the Investment Partnership or the Operating Partnership, as the case may be.

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

1. PAYABLE TO APACHE CORPORATION

     The 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 paid by Apache to the Partnership or transferred to Apache in the month after the Partnership’s transactions are processed and the net results of operations are determined.

2. RIGHT OF PRESENTMENT

     As provided in the Partnership Agreement, as amended (the Amended Partnership Agreement), a first right of presentment valuation was computed during the first quarter of 2009. The per-unit value was determined to be $9,497 based on the valuation date of December 31, 2008. The Partnership will not repurchase any Units during the first half of 2009 as a result of the Partnership’s limited amount of cash available for discretionary purposes.

     The Partnership is not in a position to predict how many Units will be presented for repurchase during the remainder of 2009 and cannot, at this time, determine if the Partnership will have sufficient funds available to repurchase any Units. The Partnership has no obligation to purchase any Units presented to the extent it determines that it has insufficient funds for such purchases.

3. ASSET RETIREMENT OBLIGATIONS

     The following table is a reconciliation of the asset retirement obligation for the first three months of 2009:

Asset retirement obligation at December 31, 2008		$	1,121,808
Accretion expense			16,459
Asset retirement obligation at March 31, 2009		$	1,138,267

     The asset retirement obligations reflect the estimated present value of the amount of dismantlement, removal, site reclamation and similar activities associated with our oil and gas properties. The Partnership utilizes current retirement costs to estimate the expected cash outflows for retirement obligations. To determine the current present value of this obligation, some key assumptions the Partnership must estimate include the ultimate productive life of properties, a risk adjusted discount rate, and an inflation factor. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligation liability, a corresponding adjustment is made to the oil and gas property balance.

4. RECENTLY ISSUED ACCOUNTING STANDARDS

     In January 2009, the Securities and Exchange Commission (SEC) issued Release No. 33-8995, “Modernization of Oil and Gas Reporting,” amending oil and gas reporting requirements under Rule 4-10 of Regulation S-X and Industry Guide 2 in Regulation S-K and bringing full-cost accounting rules into alignment with the revised disclosure requirements. The new rules include changes to the pricing used to estimate reserves, the ability to include nontraditional resources in reserves, the use of new technology for determining reserves and permitting disclosure of probable and possible reserves. The final rules are effective for registration statements filed on or after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009. The Partnership is continuing to evaluate the impact of this release.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This discussion relates to Apache Offshore Investment Partnership (the Partnership) and should be read in conjunction with the Partnership’s consolidated financial statements as of March 31, 2009, and the period then ended and accompanying notes included under Part I, Item 1, of this Quarterly Report on Form 10-Q, as well as its consolidated financial statement as of December 31, 2008, and the year then ended, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2008.

     The Partnership’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.

RESULTS OF OPERATIONS

Net Income and Revenue

     The Partnership reported net income for the first quarter of 2009 of $0.3 million, down from earnings of $1.6 million in the first quarter 2008. Net income per Investing Partner Unit decreased 85 percent from a year ago, down from $1,201 per Unit in the first quarter 2008, to $180 per Unit in the current quarter. Significantly lower oil and gas prices resulting from the falling demand for oil and natural gas and the uncertain outlook for the world economy contributed to the decrease in net income from a year ago.

     Total revenues for the first quarter of 2009 dropped to approximately half the revenues a year ago, declining to $1.1 million in 2009. The decline reflected lower realized oil and gas prices in 2009, which declined 62 percent and 40 percent, respectively, from the first quarter of 2008.

     The Partnership’s oil and gas production volume and price information is summarized in the following table (gas volumes presented in thousand cubic feet (Mcf) per day):

		For the Three Months
		Ended March 31,								Increase
		2009				2008				(Decrease)
Gas volume — Mcf per day			1,587				1,236				28	%
Average gas price — per Mcf		$	5.02			$	8.39				(40	)%
Oil volume — barrels per day			113				123				(8	)%
Average oil price — per barrel		$	37.74			$	99.85				(62	)%
Natural gas liquids (NGL) volume — barrels per day			15				33				(55	)%
Average NGL price — per barrel		$	23.79			$	44.46				(46	)%

Oil and Gas Sales

     Natural gas sales for the first quarter of 2009 totaled $0.7 million, down 24 percent from the first quarter of 2008. The Partnership’s average realized natural gas price for the first quarter of 2009 decreased $3.37 per Mcf, or 40 percent, from the year-earlier period, offsetting approximately $0.2 million of the favorable impact from production increases. Natural gas volumes on a daily basis increased 28 percent from a year ago as a result of successful recompletions and workovers at Matagorda Island 681/682 and workovers at North Padre Island 969/976 during the second half of 2008. Further increase in the Partnership’s gas production was hindered by a rupture in a third-party gas pipeline which necessitated the Partnership shut-in Matagorda Island 681/682 production during the quarter. The field, which was producing approximately 1,100 Mcf per day net to the Partnership, was shut-in for 42 days during the quarter. Repairs to the third-party pipeline and resumption of production from the Matagorda Island 681/682 field are currently projected for mid-July of this year.

     The Partnership’s crude oil sales for the first quarter of 2009 totaled $0.4 million, a 66 percent decrease from the first quarter of 2008. A $62.11 per barrel, or 62 percent, decrease in the Partnership’s average realized oil price decreased sales approximately $0.7 million from the first quarter of 2008. A ten barrel per day decrease in oil production from the first quarter of last year was attributable to natural declines in the South Timbalier 295 field.

     The Partnership sold an average of 15 barrels per day of natural gas liquids from processing gas during the first quarter of 2009, a 55 percent decrease from 2008. The Partnership’s realized price for natural gas liquids decreased to $23.79 in the first quarter of 2009.

     Since the Partnership does not anticipate acquiring additional acreage or conducting exploratory drilling on leases in which it currently holds interest, declines in oil and gas production can be expected in future periods as a result of natural depletion. Also, given the small number of producing wells owned by the Partnership and exposure to inclement weather in the Gulf of Mexico, the Partnership’s future production may be subject to more volatility than those companies with a larger or more diversified property portfolio.

Operating Expenses

     The Partnership’s depreciation, depletion and amortization (DD&A) rate, expressed as a percentage of oil and gas sales, was approximately 26 percent during the first quarter of 2009 compared to 10 percent during the same period in 2008. The higher rate as a percentage of sales reflected negative reserve revisions booked in the fourth quarter of 2008 and lower oil and gas prices in 2009. On a per barrel of oil equivalent (boe) basis, DD&A increased to $8.38 per boe in the first quarter of 2009 from $6.86 per boe in the comparable period in 2008 on higher capitalized cost and the unfavorable reserve revisions during the fourth quarter of 2008. During the first quarter of 2009, the Partnership recognized $16,459 of accretion expense on the asset retirement obligation compared to $15,528 in the first quarter of 2008.

     Lease operating expense (LOE) for the first quarter of 2009 of $387,835 increased 65 percent from the first quarter of 2008 on higher workover costs and repairs and maintenance costs. During the first quarter of 2009, the Partnership participated in workovers on three wells at North Padre Island and two wells at South Timbalier 295. Lease operating expense for the quarter also included repairs to a compressor on the South Timbalier 295 platform, and repairs for damage to a boat landing caused by Hurricane Ike. Administrative expense increased seven percent from the first quarter of 2008.

Capital Resources and Liquidity

     The Partnership’s primary capital resource is net cash provided by operating activities, which totaled $0.7 million for the first three months of 2009. Net cash provided by operating activities in the quarter was down 54 percent from a year ago as a result of decreases in oil and gas prices. Future cash flows will be influenced by fluctuations in product prices, production levels and operating costs. Cash provided by operating activities will be reduced in the second quarter of 2009 as a result of the shut-in of Matagorda 681/682 for third-party pipeline repairs and continued low oil and gas prices. The Partnership expects oil and gas prices in 2009 to remain below levels realized in 2008.

     The Partnership’s future financial condition, results of operations and cash from operating activities will largely depend upon prices received for its oil and natural gas production. 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.

     The Partnership’s oil and gas reserves and production will also significantly impact future results of operations and cash from operating activities. The Partnership’s production is subject to fluctuations in response to remaining quantities of oil and gas reserves, weather, pipeline capacity, consumer demand, mechanical performance and workover, recompletion and drilling activities. Declines in oil and gas production can be expected in future years as a result of normal depletion and the Partnership not participating in acquisition or exploration activities. Based on production estimates from independent engineers and current market conditions, the Partnership expects it will be able to meet its liquidity needs for routine operations in the foreseeable future. The Partnership will reduce capital expenditures and distributions to partners as cash from operating activities decline.

     In the event that future short-term operating cash requirements are greater than the Partnership’s financial resources, the Partnership may seek short-term, interest-bearing advances from the Managing Partner as needed. The Managing Partner, however, is not obligated to make loans to the Partnership.

     On an ongoing basis, the Partnership reviews the possible sale of lower value properties prior to incurring associated dismantlement and abandonment costs.

Capital Commitments

     The Partnership’s primary needs for cash are for operating expenses, drilling and recompletion expenditures, future dismantlement and abandonment costs, distributions to Investing Partners, and the purchase of Units offered by Investing Partners under the right of presentment. To the extent there is discretion, the Partnership allocates available capital to investment in the Partnership’s properties so as to maximize production and resultant cash flow. The Partnership had no outstanding debt or lease commitments at March 31, 2009. The Partnership did not have any contractual obligations as of March 31, 2009, other than the liability for dismantlement and abandonment costs of its oil and gas properties. The Partnership has recorded a separate liability for the present value of this asset retirement obligation as discussed in the notes to the financial statements included in the Partnership’s latest annual report on Form 10-K.

     The Partnership’s capital expenditures totaled $473,815 for the first quarter of 2009 as it participated in two recompletion projects during the quarter. The Partnership is also participating in drilling a development well at North Padre Island 969. The Partnership is utilizing available funds to participate in development activities recommended by the operator of the North Padre Island 969 field and by the Managing Partner which will maintain the Partnership’s production and develop its’ proved undeveloped reserves.

     Based on information supplied by the operators of the properties, the Partnership anticipates capital expenditures of approximately $0.8 million for the remainder of 2009. Such estimates may change based on realized prices, drilling results or changes by the operator to the development plan.

     No distributions were made to Investing Partners during the first quarter of 2009 as cash provided by operating activities was largely used to fund capital expenditures during the quarter. The Partnership made a cash distribution to Investing Partners during the first quarter of 2008 of $2,000 per Investing Partner Unit.

     The amount of future distributions will be dependent on actual and expected production levels, realized and expected oil and gas prices, expected drilling and recompletion expenditures, and prudent cash reserves for future dismantlement and abandonment costs that will be incurred after the Partnership’s reserves are depleted. The Partnership intends to maintain cash and cash equivalents in the Partnership at least sufficient to cover the discounted value of its future asset retirement obligations. If commodity prices remain at or decline from levels realized during the first quarter of 2009, the Partnership will significantly decrease distributions in other quarters in 2009 or make no distributions at all during 2009.

     As provided in the Partnership Agreement, as amended (the Amended Partnership Agreement), a first right of presentment valuation was computed during the first quarter of 2009. The per-unit value was determined to be $9,497 based on the valuation date of December 31, 2008. The Partnership will not repurchase any Units during the first half of 2009 as a result of the Partnership’s limited amount of cash available for discretionary purposes.

     The Partnership is not in a position to predict how many Units will be presented for repurchase during the remainder of 2009 and cannot, at this time, determine if the Partnership will have sufficient funds available to repurchase any Units. The Partnership has no obligation to purchase any Units presented to the extent it determines that it has insufficient funds for such purchases.

Pricing Trends

     First-quarter 2009 average realized prices were substantially lower than 2008 first-quarter prices. The Partnership’s average natural gas price realizations have been on a downward trend since peaking in July 2008, reaching a low in March 2009 of $3.97 per Mcf. Our crude oil price realizations followed a similar trend, bottoming in December 2008 at $34.61 per barrel, before rebounding to $45.23 in March 2009. Crude oil trades in a global market; consequently, prices for all types and grades of crude oil generally move in the same direction. Natural gas has a limited global transportation system and, therefore, is subject to local supply and demand conditions.

     The Partnership’s prices generally track New York Mercantile Exchange (NYMEX) prices. The following is a table of the published monthly average NYMEX prices for the first quarter of 2009 and 2008:

		2009												2008
		March				February				January				March				February				January
Crude Oil		$	48.25			$	39.47			$	41.99			$	105.15			$	94.92			$	92.96
Natural Gas		$	4.13			$	4.49			$	5.96			$	9.11			$	8.03			$	7.08

     Continued lower prices will negatively impact the Partnership’s future oil and gas production revenues, earnings and liquidity. Commodity prices are volatile, and future prices cannot be accurately predicted. The Managing Partner believes that certain service costs will be reduced by vendors and service providers, but historically there has been a lag between a precipitous drop in commodity prices and the underlying service costs necessary to develop and produce oil and natural gas.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Partnership’s major market risk exposure is in the pricing applicable to its oil and gas production. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot prices applicable to its natural gas production. Prices received for oil and gas production have been and remain volatile and unpredictable. The Partnership has not used derivative financial instruments or otherwise engaged in hedging activities during 2008 or the first three months of 2009.

     The information set forth under “Commodity Risk” in Item 7A of the Partnership’s Form 10-K for the year ended December 31, 2008, is incorporated by reference. Information about market risks for the current quarter is not materially different.

ITEM 4 — CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

     G. Steven Farris, the Managing Partner’s Chairman and Chief Executive Officer (in his capacity as principal executive officer), and Roger B. Plank, the Managing Partner’s President (in his capacity as principal financial officer), evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of March 31, 2009, the end of the period covered by this report. Based on that evaluation and as of the date of that evaluation, these officers concluded that the Partnership’s disclosure controls and procedures were effective, providing effective means to ensure that the information it is required to disclose under applicable laws and regulations is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and communicated to our management, including the Managing Partner’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. We also made no changes in the Partnership’s internal controls over financial reporting during the quarter ending March 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

     There was no change in our internal controls over financial reporting during the period covered by this quarterly report on Form 10-Q that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

FORWARD-LOOKING STATEMENTS AND RISK

     This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and

plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on our examination of historical operating trends, the information that was used to prepare our estimate of proved reserves as of December 31, 2008 and other data in our possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” or “continue” or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, our assumptions about:

	•		the market prices of oil, natural gas, NGLs and other products or services;
	•		the supply and demand for oil, natural gas, NGLs and other products or services;
	•		production and reserve levels;
	•		drilling risks;
	•		economic and competitive conditions;
	•		the availability of capital resources;
	•		capital expenditure and other contractual obligations;
	•		weather conditions;
	•		inflation rates;
	•		the availability of goods and services;
	•		legislative or regulatory changes;
	•		terrorism;
	•		occurrence of property acquisitions or divestitures;
	•		the securities or capital markets and related risks such as general credit, liquidity, market and interest-rate risks; and
	•		other factors disclosed under Items 1 and 2 — “Business and Properties — Estimated Proved Reserves and Future Net Cash Flows,” Item 1A — “Risk Factors,” Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7A — “Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in our most recently filed Form 10-K.

All subsequent written and oral forward-looking statements attributable to the Partnership, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None.

ITEM 1A. RISK FACTORS

During the quarter ended March 31, 2009, there were no material changes from the risk factors as previously disclosed in the Partnership’s Form 10-K for the year ended December 31, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS

a.

Exhibits

	31.1	—	Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer
	31.2	—	Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer
	32.1	—	Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer

SIGNATURES

Pursuant to the requirements 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.

Exhibit 31.1

CERTIFICATIONS

I, G. Steven Farris, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Apache Offshore Investment Partnership;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information ; and
	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2009

Exhibit 31.2

CERTIFICATIONS

I, Roger B. Plank, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Apache Offshore Investment Partnership;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2009

Exhibit 32.1

APACHE OFFSHORE INVESTMENT PARTNERSHIP
by Apache Corporation, Managing Partner

Certification of Principal Executive Officer
and Principal Financial Officer

     I, G. Steven Farris, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the quarterly report on Form 10-Q of Apache Offshore Investment Partnership for the quarterly period ending March 31, 2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o (d)) and that information contained in such report fairly represents, in all material respects, the financial condition and results of operations of Apache Offshore Investment Partnership.

Date: May 8, 2009

     I, Roger B. Plank, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the quarterly report on Form 10-Q of Apache Offshore Investment Partnership for the quarterly period ending March 31, 2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o (d)) and that information contained in such report fairly represents, in all material respects, the financial condition and results of operations of Apache Offshore Investment Partnership.

Date: May 8, 2009