UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE

SECURITIES EXCHANGE ACT OF 1934



For the Year ended December 31, 2003



Commission File No.: 0 29344



AUSTRAL PACIFIC ENERGY LTD.

(Exact name of Registrant as specified in its
charter)



Yukon Territory, Canada

(Jurisdiction of incorporation or organization)



284 Karori Road, Karori

Wellington

New Zealand, 6003

(Address of principal executive offices)



#### Securities registered pursuant to Section 12(b) of the
Act:

#### 

#### None



Securities registered pursuant to Section 12(g) of
the Act:



(Title of class)

Common Shares



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.

#### 

#### None



Indicate the number of outstanding shares of each of the
Registrant’s classes of capital or common stock as of close of
the period covered by the annual report:



7,739,324 Common Shares



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 which financial statement item the Registrant has
elected to follow.



Item 17    X           
Item 18









Explanatory Note



This
Form 20-F/A has been filed to restate Item 7.A 1 – Major
Shareholders - Beneficial Holders of More Than Five Percent of
Outstanding Shares, and Item 7.A.3 – Major Shareholders –
Controlling shareholders for the Registrant’s Form 20-F for the
fiscal year ending December 31, 2003, filed June 30, 2004.



This
20-F/A consists of a cover page, this explanatory note, the above
described Items 7.A.1 and 7.A.3, the signature page and Exhibits 31
and 32.



Other
than as expressly set forth above, this Form 20-F/A does not, and
does not purport to, update, or restate the information in any other
Item of the Form 20-F or reflect any events that have occurred after
the Form 20-F was filed.



## ITEM
7.        MAJOR SHAREHOLDERS AND
RELATED TRANSACTIONS



### A.    
Major shareholders



1.      
Beneficial Holders of More Than Five Percent of Outstanding Shares



To
the knowledge of the Company, the only persons holding, directly or
indirectly, five percent or more of the Registrant's Common Stock and
rights to acquire stock within 60 days, are listed below (as of June
1, 2004):



|Beneficial Owner                 | Number of Shares and Rights | Percent of Class
|-------------------------------- | --------------------------- | ----------------
|Trans-Orient Petroleum Ltd.[1]   | 2,246,740                   | 15.77%          
|Alex Guidi [2]                   | 1,681,792                   | 12.58%          
|Peter Loretto [3]                | 3,195,190                   | 21.91%          
|Dr. Dave Bennett [4]             | 846,768                     | 6.21%           
|Jenni Lean [5]                   | 846,768                     | 6.21%           
|Exploration Capital Partners Ltd | 904,544                     | 6.72%           



[1]       Trans-Orient
Petroleum Ltd (“Trans-Orient”) is a public company traded
on the OTC Bulletin Board in the United States. Mr. Zinkhofer and Dr.
Bennett (director and former director respectively of the Company)
are former directors of Trans-Orient. Mr. Johnson serves as CFO,
Corporate Secretary and a director of Trans-Orient Petroleum Ltd.

[2]        Mr. Guidi
is a former director of the Company.

[3]        Mr.
Loretto is a former director of the Company, and the President, CEO
and a director of Trans-Orient. Mr. Loretto is also a principal
shareholder of Trans-Orient and as such all holdings disclosed in
relation to Trans-Orient are also included in Mr. Loretto’s
holdings.

[4]        Dr.
Bennett is a former director of the Company and is its CEO and
President. Dr Bennett’s holdings as disclosed also include
shares and rights owned directly by his spouse, the Company’s
Commercial Manager, Ms Lean.

[5]        Ms Lean is
the Company’s Commercial Manager. Ms Lean’s holdings as
disclosed also include shares and rights owned directly by her
spouse, the Company’s CEO, Dr Bennett.



To
the knowledge of the Company, there have been no significant changes
in percentage share ownership held by any major shareholders, during
the last three years, other than the transfer of control of
Trans-Orient Petroleum Ltd. from Mr. Guidi to Mr. Loretto in November
2003, thereby transferring beneficial interest in Trans-Orient’s
holdings in the Company from Mr. Guidi to Mr. Loretto.  The
Company’s major shareholders do not have different voting
rights.



|

|



3.
Controlling shareholders



Mr.
Peter Loretto, a resident of Canada, directly and via his controlling
position in Trans-Orient Petroleum Ltd, controls an undiluted 11.39%
shareholding in the Company.



To
the knowledge of the Company, the Company is not directly or
indirectly owned or controlled by another corporation, foreign
government or person.







This
is the form required under section 139 of the Securities
Regulation and, if applicable, by an order issued under section
76 of the Securities Act.



The
undersigned hereby certifies that the statements made in this report
are true and correct.



## SIGNATURE



DATED
at Wellington, New Zealand
                   
AUSTRAL PACIFIC ENERGY LTD.        
..

this
19thday of July 2004                                    
Name of Issuer



“Jeanette
Watson”

Signature of authorized signatory



Jeanette Watson, Company Secretary

Name and office of authorized signatory



EXHIBIT 31.1



CERTIFICATION UNDER SECTION 302 OF
SARBANES-OXLEY



I,
David John Bennett, certify that:



1.           
I have reviewed this amendment to annual report on Form 20-F/A of
Austral Pacific Energy Ltd.;



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 issuer as of, and for, the periods presented in this
report;



4.            
The issuer’s other certifying officer(s) 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)) for the
issuer 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
issuer, 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)           
Evaluated the effectiveness of the issuer’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



c)            
Disclosed in this report any change in the issuer’s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer’s internal
control over financial reporting; and



5.            
The issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the issuer’s auditors and the audit
committee of the issuer’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 issuer’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 issuer’s internal
control over financial reporting.



Date:     
July 19, 2004

|“David Bennett”
			__________________________David John
			BennettChief Executive Officer
|-----------------------------------------------------------------------------------------



EXHIBIT 31.2



CERTIFICATION UNDER SECTION 302 OF
SARBANES-OXLEY



I,
Nigel Robinson, certify that:



1.           
I have reviewed this amendment to annual report on Form 20-F/A of
Austral Pacific Energy Ltd.;



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 issuer as of, and for, the periods presented in this
report;



4.            
The issuer’s other certifying officer(s) 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)) for the
issuer 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
issuer, 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)           
Evaluated the effectiveness of the issuer’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



c)            
Disclosed in this report any change in the issuer’s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer’s internal
control over financial reporting; and



5.            
The issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the issuer’s auditors and the audit
committee of the issuer’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 issuer’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 issuer’s internal
control over financial reporting.



Date:     
July 19, 2004



|“Nigel Robinson”
			__________________________Nigel
			RobinsonChief Financial Officer
|--------------------------------------------------------------------------------------

























EXHIBIT 99.1

CERTIFICATIONS UNDER SECTION 906 OF
SARBANES-OXLEY



In
connection with the amendment to the annual report of Austral Pacific
Energy Ltd. (the “Company”) on Form 20-F/A for the fiscal
year ending December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I,
David John Bennett, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:



1.         
The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and



2.         The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.



“David
Bennett”

­­­­____________________________



Name:
David John Bennett

Title:
Chief Executive Officer

July
19, 2004





















CERTIFICATIONS UNDER SECTION 906 OF
SARBANES-OXLEY



In
connection with the amendment to the annual report of Austral Pacific
Energy Ltd. (the “Company”) on Form 20-F/A for the fiscal
year ending December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I,
Nigel Robinson, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:



1.         
The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and



2.         The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.



“Nigel
Robinson”

­­­­____________________________



Name:
Nigel Robinson

Title:
Chief Financial Officer

July
19, 2004