UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT No. 1

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

For the quarterly period ended March 31, 2007

OR

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

For the transition period from            to           .

Commission File No. 001-11899

THE HOUSTON EXPLORATION COMPANY

Delaware (State or Other Jurisdiction of Incorporation or Organization)		22-2674487 (IRS Employer Identification No.)

1100 Louisiana, Suite 2000 Houston, Texas (Address of Principal Executive Offices)		77002-5215 (Zip Code)

(713) 830-6800

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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o

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

As of May 8, 2007, 28,302,579 shares of Common Stock, par value $0.01 per share, were outstanding.

 

 

EXPLANATORY NOTE

The Houston Exploration Company is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment No. 1”) to correctly reflect the number of shares outstanding as of May 8, 2007 as disclosed on the cover page of our Quarterly Report on Form 10-Q for the three months ended March 31, 2007 filed with the Securities and Exchange Commission on May 9, 2007 (the “Original Filing”) as 28,302,579 shares.

Except for the item discussed in this Explanatory Note, no other changes have been made to the Original Filing. This Amendment No. 1 does not reflect events occurring after the Original Filing or modify or update those disclosures affected by subsequent events.

TABLE OF CONTENTS

Part II.		Other Information			3
Item 6.		Exhibits			3
SIGNATURES					4
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

Part II. Other Information

Item 6. Exhibits

EXHIBITS
				DESCRIPTION
2.1(1)		—		Agreement and Plan of Merger dated as of January 7, 2007 by and among the Company, Forest Oil Corporation and MJCO Corporation (filed as exhibit 2.1 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
3.1(1)		—		Restated Bylaws of The Houston Exploration Company, as amended April 23, 2007 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated April 27, 2007 (File No. 001-11899) and incorporated by reference).
4.1(1)		—		Second Amendment to Rights Agreement dated as of January 7, 2007 between The Houston Exploration Company and The Bank of New York, as Rights Agent (filed as exhibit 4.1 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
10.1(1)(2)		—		First Amendment to The Houston Exploration Company Supplemental Executive Retirement Plan (filed as Exhibit 10.3 to our Current Report on Form 8-K dated January 7, 2007 (File No. 001-11899) and incorporated by reference herein).
10.2(1)(2)		—		Form of Amendment No. 2 to [Amended and Restated] Employment Agreement entered into by and between The Houston Exploration Company and each of William G. Hargett, Steven L. Mueller, James F. Westmoreland, Roger B. Rice, Joanne C. Hresko, John E. Bergeron Jr., Jeffrey B. Sherrick, Robert T. Ray and Carolyn M. Campbell (filed as Exhibit 10.1 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
10.3(1)(2)		—		Second Amendment to The Houston Exploration Company Change of Control Plan (filed as exhibit 10.4 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
12.1(1)		—		Computation of ratio of earnings to fixed charges (filed as exhibit 12.1 to our Quarterly Report on Form 10-Q for the three months ended March 31, 2007 (file No. 001-11899) and incorporated by reference herein).
31.1		—		Certification of William G. Hargett, Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		—		Certification of Robert T. Ray, Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		—		Certification of William G. Hargett, Chief Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		—		Certification of Robert T. Ray, Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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 INDEX

2.1(1)		—		Agreement and Plan of Merger dated as of January 7, 2007 by and among the Company, Forest Oil Corporation and MJCO Corporation (filed as exhibit 2.1 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
3.1(1)		—		Restated Bylaws of The Houston Exploration Company, as amended April 23, 2007 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated April 27, 2007 (File No. 001-11899) and incorporated by reference).
4.1(1)		—		Second Amendment to Rights Agreement dated as of January 7, 2007 between The Houston Exploration Company and The Bank of New York, as Rights Agent (filed as exhibit 4.1 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
10.1(1)(2)		—		First Amendment to The Houston Exploration Company Supplemental Executive Retirement Plan (filed as Exhibit 10.3 to our Current Report on Form 8-K dated January 7, 2007 (File No. 001-11899) and incorporated by reference herein).
10.2(1)(2)		—		Form of Amendment No. 2 to [Amended and Restated] Employment Agreement entered into by and between The Houston Exploration Company and each of William G. Hargett, Steven L. Mueller, James F. Westmoreland, Roger B. Rice, Joanne C. Hresko, John E. Bergeron Jr., Jeffrey B. Sherrick, Robert T. Ray and Carolyn M. Campbell (filed as Exhibit 10.1 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
10.3(1)(2)		—		Second Amendment to The Houston Exploration Company Change of Control Plan (filed as exhibit 10.4 to our Current Report on Form 8-K dated January 7, 2007 (file No. 001-11899) and incorporated by reference herein).
12.1(1)		—		Computation of ratio of earnings to fixed charges (filed as exhibit 12.1 to our Quarterly Report on Form 10-Q for the three months ended March 31, 2007 (file No. 001-11899) and incorporated by reference herein).
31.1		—		Certification of William G. Hargett, Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		—		Certification of Robert T. Ray, Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		—		Certification of William G. Hargett, Chief Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		—		Certification of Robert T. Ray, Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.