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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
AMENDMENT NO. 1
 þ     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
ORþ     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
 (Exact name of registrant as specified in its charter)
 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
(Registrants Telephone Number, including Area Code)
 
 Securities Registered Pursuant to Section 12(b) of the Act:
 Name of EachTitle of Each Class
    
    Exchange on Which RegisteredCommon Stock, $.01 par value
    
    New York Stock ExchangeSeries A Junior Participating Preferred Stock, $0.01 par value
    
    New York Stock Exchange7% Senior Subordinated Notes due 2013
 Securities Registered Pursuant to Section 12(g) of the Act: None
 þ o
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  DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
  
    
    To list on the cover page our Series A Junior Participating Preferred Stock;
    
    To amend Exhibit 23.1  Consent of Independent Registered Public Accounting Firm to
correctly reflect in the text of such consent the date of their report issued on March 3,
2006 relating to the financial statements of The Houston Exploration Company and
managements report of the effectiveness of internal control over financial reporting for
the year ended December 31, 2005; and
    
    To amend Exhibit 32.2  Certification of Robert T. Ray, Chief Financial Officer, as
required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to correct a
typographical error.




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Part IV.
 Item 15 . Exhibits, Financial Statement Schedules
 (a)
    
    Documents Filed as a Part of this Report
 1.
    
    Financial Statements:
 PAGEIndex to Financial Statements.
    
    F-1Managements Report on Internal Controls Over Financial Reporting.
    
    F-2Report of Independent Registered Public Accounting Firm.
    
    F-3Consolidated Balance Sheets as of December 31, 2005 and 2004.
    
    F-4Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003.
    
    F-5Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for the Period
January 1, 2003 to December 31, 2005.
    
    F-6Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003.
    
    F-7Notes to Consolidated Financial Statements.
    
    F-8Supplemental Information on Natural Gas and Oil Exploration, Development and
Production Activities (unaudited).
    
    F-31Quarterly Financial Information (Unaudited).
    
    F-35
  2.
    
    Exhibits:
 (a)
    
    See Index of Exhibits on page 5 for a description of the exhibits filed as a part of
this report.
 -2-




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SIGNATURES
  THE HOUSTON EXPLORATION COMPANYBy:
    /s/ William G. HargettWilliam G. HargettPresident and Chief Executive Officer  -3-




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Signature
    
    Title
    
    Date/s/ William G. Hargett

William G. Hargett
    
    Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
    
    March 8, 2006/s/
Robert T. Ray

Robert T. Ray
    
    Senior Vice President and Chief Financial
Officer(Principal Financial Officer)
    
    March 8, 2006/s/ James F. Westmoreland

James F. Westmoreland
    
    Vice President and Chief Accounting Officer
    (Principal Accounting Officer)
    
    March 8, 2006/s/*

Robert B. Catell
    
    Director
    
    March 8, 2006/s/*

John U. Clarke
    
    Director
    
    March 8, 2006/s/*

David G. Elkins
    
    Director
    
    March 8, 2006/s/*

Harold R. Logan, Jr.
    
    Director
    
    March 8, 2006/s/*

Thomas A. McKeever
    
    Director
    
    March 8, 2006/s/*

Stephen W. McKessy
    
    Director
    
    March 8, 2006/s/*

Donald C. Vaughn
    
    Director
    
    March 8, 2006By:
    
    /s/ *James F. Westmoreland
    
    *Attorney-in-Fact
    
    March 8, 2006James F. Westmoreland
 
 -4-




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INDEX TO EXHIBITSEXHIBITS
    
    
    
    DESCRIPTION3.1
    
    
    
    Restated Certificate of Incorporation, as amended, including the
Certificate of Amendment thereto dated April 26, 2005 (filed as exhibit 3.1 to our
Quarterly Report on Form 10-Q for the period ended March 31, 2005 (file No.
001-11899) and incorporated by reference herein).3.2(1)
    
    
    
    Restated Bylaws of The Houston Exploration Company (filed as Exhibit 3.2 to our
Annual Report on Form 10-K for the year ended December 31, 2005 on March 3, 2006 (File
No. 001-11899) and incorporated by reference).4.1
    
    
    
    Indenture, dated as of June 10,
2003, between The Houston
Exploration Company and the Bank of
New York, as Trustee, with respect
to the 7% Senior Subordinated Notes
due 2013 (filed as Exhibit 4.2 to
our Registration Statement on Form
S-4 (Registration No. 333-106836)
and incorporated by reference).4.2
    
    
    
    Rights Agreement, dated as of August
12, 2004, 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 August 13, 2004 (File
No. 001-11899) and incorporated by
reference).4.3
    
    
    
    First Amendment dated as of May 2,
2005, to the Rights Agreement dated
as of August 12, 2004 between The
Houston Exploration Company and The
Bank of New York, as Rights Agent
(filed as exhibit 4.1 to our
Quarterly Report on Form 10-Q for
the period ended March 31, 2005 on
April 26, 2005 (file No. 001-11899)
and incorporated by reference
herein).4.4
    
    
    
    Form of Certificate of Designation
of Series A Junior Participating
Preferred Stock of The Houston
Exploration Company (filed as
Exhibit 4.2 to our Current Report on
Form 8-K dated August 13, 2004 (File
No. 001-11899) and incorporated by
reference).10.1
    
    
    
    Amended and Restated Credit
Agreement dated November 30, 2005
among The Houston Exploration
Company and Wachovia Bank, National
Association, as Issuing Bank and
Administrative Agent; The Bank of
Nova Scotia and Bank of America as
Co-Syndication Agents; and BNP
Paribas and Comerica Bank as
Co-Documentation Agents (filed as
exhibit 99.1 to our Current Report
on Form 8-K dated November 30, 2005
(File No. 001-11899) and
incorporated by reference).10.2(2)
    
    
    
    Deferred Compensation Plan for
Non-Employee Directors (filed as
Exhibit 10.24 to our Annual Report
on Form 10-K for the year ended
December 31, 1997 (File No.
001-11899) and incorporated by
reference).10.3(2)
    
    
    
    Compensation Table for Non-Employee
Directors, effective January 1, 2006
(filed as exhibit 99.2 to our
Current Report on Form 8-K dated
January 6, 2006.10.4(2)
    
    
    
    Amended and Restated 1996 Stock
Option Plan (filed as Exhibit 10.1
to our Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998
(File No. 001-11899) and
incorporated by reference).10.5(2)
    
    
    
    1999 Non-Qualified Stock Option Plan
dated October 26, 1999 (filed as
Exhibit 10.24 to our Annual Report
on Form 10-K for the year ended
December 31, 1999 (File No.
001-11899) and incorporated by
reference).10.6(2)
    
    
    
    Executive Deferred Compensation Plan
dated January 1, 2002 (filed as
Exhibit 10.28 to our Annual Report
on Form 10-K for the year ended
December 31, 2002 (File No.
001-11899) and incorporated by
reference).10.7(2)
    
    
    
    Amendment to The Houston Exploration
Company Executive Deferred
Compensation Plan (filed as exhibit
99.2 to our Current Report on Form
8-K file dated January 31, 2006
(File No. 001-11899) and
incorporated by reference).10.8(2)
    
    
    
    Amended and Restated 2002 Long-Term
Incentive Plan effective May 17,
2002, adopted October 26, 2003
(filed as Exhibit 10.31 to our
Annual Report on Form 10-K for the
year ended December 31, 2003 (file
No. 001-11899) and incorporated by
reference).
 -5-




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INDEX TO EXHIBITSEXHIBITS
    
    
    
    DESCRIPTION10.9(2)
    
    
    
    Amended and Restated 2004 Long Term
Incentive Plan (filed as exhibit
99.1 to our Current Report on Form
8-K file dated January 31, 2006
(File No. 001-11899) and
incorporated by reference).10.10(2)
    
    
    
    Supplemental Executive Retirement
Plan dated January 1, 2006 (filed as
exhibit 99.1 to our Current Report
on Form 8-K dated January 6, 2006
(File No. 001-11899) and
incorporated by reference).10.11(2)
    
    
    
    Employment Agreement dated July 16,
2001 between The Houston Exploration
Company and Tracy Price (filed as
Exhibit 10.1 to our Quarterly Report
on Form 10-Q for the quarter ended
September 30, 2001 (File No.
001-11899) and incorporated by
reference).10.12(2)
    
    
    
    Employment Agreement dated September
29, 2003 between The Houston
Exploration Company and Timothy R.
Lindsey (filed as Exhibit 10.3 to
our Quarterly Report on Form 10-Q
for the quarter ended September 30,
2003 (File No. 001-11899) and
incorporated by reference).10.13(2)
    
    
    
    Amended and Restated Employment
Agreement dated February 8, 2005
between The Houston Exploration
Company and William G. Hargett
(filed as Exhibit 10.1 to our
Current Report on Form 8-K dated
February 8, 2005 (File No.
001-11899) and incorporated by
reference).10.14(2)
    
    
    
    Amended and Restated Employment
Agreement between The Houston
Exploration Company and Steven L.
Mueller dated February 8, 2005(filed
as Exhibit 10.19 to our Annual
Report on Form 10-K for the year
ended December 31, 2004 (File No.
001-11899) and incorporated by
reference).10.15(2)
    
    
    
    Amended and Restated Employment
Agreement between The Houston
Exploration Company and John H.
Karnes February 8, 2005 (filed as
Exhibit 10.20 to our Annual Report
on Form 10-K for the year ended
December 31, 2004 (File No.
001-11899) and incorporated by
reference).10.16(2)
    
    
    
    Separation Agreement and General
Release dated December 8, 2005
between the Company and John H.
Karnes (filed as exhibit 99.1 to our
Current Report on Form 8-K dated
December 12, 2005 (File No.
001-11899) and incorporated by
reference).10.17(2)
    
    
    
    Amended and Restated Employment
Agreement between The Houston
Exploration Company and James F.
Westmoreland dated February 8, 2005
(filed as Exhibit 10.21 to our
Annual Report on Form 10-K for the
year ended December 31, 2004 (File
No. 001-11899) and incorporated by
reference).10.18(2)
    
    
    
    Amended and Restated Employment
Agreement between The Houston
Exploration Company and Roger B.
Rice dated February 8, 2005 (filed
as Exhibit 10.22 to our Annual
Report on Form 10-K for the year
ended December 31, 2004 (File No.
001-11899) and incorporated by
reference).10.19(2)
    
    
    
    Employment Agreement dated February
10, 2005 between The Houston
Exploration Company and Joanne C.
Hresko (filed as Exhibit 10.3 to our
Current Report on Form 8-K dated
February 8, 2005 (File No.
001-11899) and incorporated by
reference).10.20(2)
    
    
    
    Employment Agreement effective March
10, 2005, between John E. Bergeron,
Jr. and The Houston Exploration
Company (filed as exhibit 99.2 to
our Current Report on Form 8-K dated
March 10, 2005 (File No. 001-11899)
and incorporated by reference).10.21(2)
    
    
    
    Employment Agreement effective April
13, 2005, between Jeffrey B.
Sherrick and The Houston Exploration
Company (filed as exhibit 99.2 to
our Current Report on Form 8-K dated
April 13, 2005 (File No. 001-11899)
and incorporated by reference).10.22(2)
    
    
    
    Employment Agreement dated January
18, 2006 between Robert T. Ray and
The Houston Exploration Company
(filed as exhibit 99.1 to our
Current Report on Form 8-K dated
January 18, 2006 (File No.
001-11899) and incorporated by
reference).10.23(2)
    
    
    
    Compensation Table for Executive
Officers (filed as Exhibit 10.2 to
our Quarterly Report on Form 10-Q
for the period ended September 30,
2005 (File No. 001-11899) and
incorporated by reference).
 -6-




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INDEX TO EXHIBITSEXHIBITS
    
    
    
    DESCRIPTION10.24(2)
    
    
    
    Change of Control Plan dated October
26, 1999 (filed as Exhibit 10.25 to
our Annual Report on Form 10-K for
the year ended December 31, 1999
(File No. 001-11899) and
incorporated by reference).10.25
    
    
    
    Purchase and Sale Agreement, dated
September 3, 2003, by and among
Transworld Exploration and
Production, Inc., as Seller, and The
Houston Exploration Company, as
Buyer (Exhibit 2.1 to Current Report
on Form 8-K dated October 15, 2003
(file No. 001-11899) and
incorporated by reference).10.26
    
    
    
    Purchase and Sale Agreement, dated
September 17, 2004, between The
Houston Exploration Company and Orca
Energy, L.P. (filed as Exhibit 2.1
to our Current Report on Form 8-K
dated November 1, 2004 (File No.
001-11899) and incorporated by
reference).10.27
    
    
    
    Purchase and sale agreement dated
October 21, 2005 by and between
Kerr-McGee Oil & Gas Onshore LP
D/B/A KMOG Onshore LP and Westport
Oil and Gas Company, L.P., as
sellers, and The Houston Exploration
Company, as buyer, (filed as exhibit
99.2 to our Current Report on Form
8-K dated November 30, 2005 (File
No. 001-11899) and incorporated by
reference).10.28
    
    
    
    Distribution Agreement dated as of
June 2, 2004 by and among The
Houston Exploration Company,
Seneca-Upshur Petroleum, Inc., THEC
Holdings Corp. and KeySpan
Corporation (filed as Exhibit 99.2
to our Current Report on Form 8-K
dated June 30, 2004 (File No.
001-11899) and incorporated by
reference).10.29
    
    
    
    Asset Contribution Agreement dated
June 2, 2004 between The Houston
Exploration Company and
Seneca-Upshur Petroleum, Inc. (filed
as Exhibit 99.3 to our Current
Report on Form 8-K dated June 30,
2004 (File No. 001-11899) and
incorporated by reference).10.30
    
    
    
    Tax Matters Agreement dated as of
June 2, 2004 by and among The
Houston Exploration Company,
Seneca-Upshur Petroleum, Inc., THEC
Holdings Corp., and KeySpan
Corporation (filed as Exhibit 99.4
to our Current Report on Form 8-K
dated June 30, 2004 (File No.
001-11899) and incorporated by
reference).12.1
    
    
    
    Computation of ratio of earnings to
fixed charges (filed as Exhibit 12.1
to our Annual Report on Form 10-K
for the year ended December 31, 2005
on March 3, 2006 (File No.001-11899)
and incorporated by reference).21.1
    
    
    
    Subsidiaries of The Houston Exploration Company (filed as Exhibit 21.1 to our Annual Report
on Form 10-K for the year ended December 31, 2005 on March 3, 2006 (File No.001-11899) and
incorporated by reference).23.1(1)
    
    
    
    Consent of Deloitte & Touche LLP.23.2
    
    
    
    Consent of Netherland, Sewell & Associates
(filed as Exhibit 23.2 to our Annual Report on
Form 10-K for the year ended December 31, 2005
on March 3, 2006 (File No.001-11899) and
incorporated by reference).23.3
    
    
    
    Consent of Miller and Lents (filed as Exhibit
23.3 to our Annual Report on Form 10-K for the
year ended December 31, 2005 on March 3, 2006
(File No.001-11899) and incorporated by
reference).31.1(1)
    
    
    
    Certification of William G. Hargett, Chief
Executive Officer, as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2(1)
    
    
    
    Certification of Robert T. Ray, Chief
Financial Officer, as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1(1)
    
    
    
    Certification of William G. Hargett, Chief
Executive Officer, as required pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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INDEX TO EXHIBITSEXHIBITS
    
    
    
    DESCRIPTION32.2(1)
    
    
    
    Certification of Robert T. Ray, Chief
Financial Officer, as required pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Filed herewith.(2)
    
    Management contract or compensation plan. -8-