Carlow were deserving winners at Netwatch Cullen Park but Offaly could have stolen it at the death after Conor Carroll punched the ball into the net to level the scores.
Not for the first time, Carlow bounced back and got the winner through Darren Lunney.
"I think we were deserving winners. I thought we were the dominant side and made heavy work of it. We got three goals," said Carlow manager Turlough O'Brien.
Offaly manager John Maughan was unfazed by the defeat.
"It was perfect conditions for football. It was an exciting game. It ebbed and flowed. There was nothing really at stake for both teams. We were using it to look at players," he said. "I really enjoyed being here."
Scorers - Carlow: L Walker, D Foley (0-2fs) 1-3 each, S Doyle 1-0, D O'Brien, D St Ledger (f), E Ruth, S Murphy, P Broderick, D Lunney 0-1 each. Offaly: B Allen 1-5 (1-0 pen, 0-5fs), C Carroll 1-0, N Darby 0-3, A Sullivan 0-2, S Tierney (f), J Moloney, J O'Connor (f), R McNamee(f) 0-1 each.
Carlow - R Sansom; C Crowley, S Redmond, D Moran; S Doyle, D St Ledger, S Clarke; B Murphy, S Murphy; S Gannon, L Walker, E Ruth; D O'Brien, D Foley, B Kavanagh. Subs: BJ Molloy for D Moran (62), D Lunney for S Clarke (h/t), P Broderick for S Gannon (49), D Walsh for E Ruth (49), Conor Crowley for D O'Brien (67).
Offaly - J Dunne; D Hogan, E Rigney, D Dempsey; C Donohoe, P McConway, J O'Connor; C Mangan, A Leavy; N Bracken, A Sullivan, N Darby; B Allen, J Moloney, S Tierney. Subs: C Horan for C Mangan (25), B Rohan for J Dunne (h/t), R McNamee for N Bracken (h/t), S Horan for S Tierney (h/t), K Higgins for A Leavy (49), J Hayes for C Donohoe (57), M Abbott for J O'Connor (57), PJ Daly for C Mangan (67), C Carroll for J Moloney (67).
ReF - B Cawley (Kildare)