Everflow Eastern Partners 10-Q/A 2006 Q2 Quarterly report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.1

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2006

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 Number 0-19279

EVERFLOW EASTERN PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	34-1659910
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
585 West Main Street
P.O. Box 629
Canfield, Ohio	44406
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 330-533-2692

     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. Yesþ Noo

     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. (Check one):

Large accelerated filero     Accelerated filero     Non-accelerated filerþ

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

     There were 5,644,094 Units of limited partnership interest of the Registrant as of August 10, 2006. The Units generally do not have any voting rights, but, in certain circumstances, the Units are entitled to one vote per Unit.

Except as otherwise indicated, the information contained in this Report is as of June 30, 2006.

TABLE OF CONTENTS

Part I: Financial Information
	Item 4. CONTROLS AND PROCEDURES
Part II. Other Information
	Item 6. EXHIBITS
SIGNATURE
EX-31.1
EX-31.2
EX-32.1

Explanatory Note

     This amendment on Form 10-Q/A (“Amendment No. 1”) is being filed to revise Part I, Item 4. Controls and Procedures of the Form 10-Q for the quarter ended June 30, 2006 (the “Report”) that was filed with the United States Securities and Exchange Commission on August 11, 2006. This Amendment No. 1 to the Report does not alter any part of the content of the Report, except for the changes and additional information provided herein. This Amendment No. 1 continues to speak as of the date of the Report. We have not updated the disclosures contained in this Amendment No. 1 to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of this Amendment No. 1 is not a representation that any statements contained in the Report or this Amendment No. 1 are true or complete as of any date subsequent to the date of the Report. This Amendment No. 1 does not affect the information originally set forth in the Report, the remaining portions of which have not been amended.

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Part I: Financial Information

Item 4. CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15) as of June 30, 2006 (the “Evaluation Date”), and have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

     (b) Changes in internal controls. There were no changes in the Company’s internal controls over financial reporting or in other factors that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting subsequent to the Evaluation Date.

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Part II. Other Information

Item 6. EXHIBITS

Exhibit 31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE

     Pursuant to the requirement 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.

	EVERFLOW EASTERN PARTNERS, L.P.
	By:	everflow management limited, llc,
		General Partner
	By:	everflow management corporation
		Managing Member
	By:	/s/ William A. Siskovic
October 6, 2006		William A. Siskovic
		Vice President and
		Principal Financial and Accounting Officer
		(Duly Authorized Officer)

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