================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                   FORM 10-Q/A
                                (Amendment No. 1)

|X|      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 1998

                                                        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: 0-6910

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


                               TEL OFFSHORE TRUST
             (Exact Name of Registrant as Specified in its Charter)

                  Texas                                76-6004064
        (State of Incorporation,                    (I.R.S. Employer
            or Organization)                       Identification No.)

          Chase Bank of Texas,
          National Association
        Corporate Trust Division
             712 Main Street
             Houston, Texas                               77002
          (Address of Principal                        (Zip Code)
           Executive Offices)

       Registrant's Telephone Number, Including Area Code: (713) 216-5712

         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 the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date.

         As of May 8, 1998 --  4,751,510  Units of  Beneficial  Interest  in TEL
Offshore Trust.

================================================================================


<PAGE>



                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Form 10-Q 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 in this Form 10-Q are  forward-looking
statements.  Although  the Working  Interest  Owners have advised the Trust that
they believe that the expectations  reflected in the forward-looking  statements
contained   herein  are  reasonable,   no  assurance  can  be  given  that  such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from expectations  ("Cautionary Statements")
are disclosed in this Form 10-Q,  including  without  limitation in  conjunction
with the  forward-looking  statements included in this Form 10-Q. All subsequent
written  and oral  forward-  looking  statements  attributable  to the  Trust or
persons  acting on its behalf are expressly  qualified in their  entirety by the
Cautionary Statements.

                                EXPLANATORY NOTE

         The  following  Amendment No. 1 is being filed to correct the estimated
future net revenue amount  included under the heading  "Management's  Discussion
and  Analysis of Financial  Condition  and Results of  Operations  -- Future Net
Revenues and  Termination of the Trust" to reflect the change in the estimate in
the reserve study by DeGolyer and MacNaughton from  approximately  $24.3 million
to $25.2 million.

         The Trust does not believe that the effects of changes included in this
report on Form 10-Q due to this  correction to the financial  statements for the
quarterly period are material.



                                        2

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly caused this Amendment No. 1 to the report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                TEL OFFSHORE TRUST

                                By:  Chase Bank of Texas, National Association,
                                     Corporate Trustee



                                     By:  /s/ Pete Foster
                                         ------------------------------------
                                         Pete Foster
                                         Senior Vice President and Trust Officer

Date:  September 16, 1998

         The Registrant, TEL Offshore Trust, has no principal executive officer,
principal  financial  officer,  board of directors or persons performing similar
functions.  Accordingly,  no additional  signatures  are available and none have
been provided.


                                        3