10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2004

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 0-8565

Marine Petroleum Trust

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization)	75-6008017 (I.R.S. Employer Identification No.)
Bank of America, N.A. P.O. Box 830650, Dallas, Texas (Address of principal executive offices)	75283-0650 (Zip Code)

Registrant’s telephone number, including area code (800) 985-0794

None
(Former name, former address and former fiscal year
if changed since last report)

     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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate number of units of beneficial interest outstanding as of the latest practicable date:
As of February 14, 2005, we had 2,000,000 units of beneficial interest outstanding.

MARINE PETROLEUM TRUST

INDEX

	Page
	Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)		1
Condensed Consolidated Balance Sheets as of December 31, 2004 and June 30, 2004		1
Condensed Consolidated Statements of Income and Undistributed Income for the Three Months and Six Months Ended December 31, 2004 and 2003		2
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2004 and 2003		3
Notes to Condensed Consolidated Financial Statements		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 3. Quantitative and Qualitative Disclosures About Market Risk		9
Item 4. Controls and Procedures		9
PART II. OTHER INFORMATION
Item 6. Exhibits		10
Certification of Principal Accounting Officer Pursuant to Section 302
Certification of Corporate Trustee Pursuant to Section 302
Certification of Principal Accounting Officer Pursuant to Section 906
Certification of Corporate Trustee Pursuant to Section 906

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2004 and June 30, 2004
(Unaudited)

	December 31,		June 30,
	2004		2004
ASSETS
Current Assets:
Cash and cash equivalents	$	1,114,809	$	1,202,855
Oil and gas royalties receivable		723,473		965,995
Receivable from affiliate		123,697		70,419
State and federal taxes refundable		—		578
Interest receivable		1,465		2,134
Total current assets	$	1,963,444	$	2,241,981
Investment in U.S. Treasury and agency bonds		200,000		304,606
Investment in affiliate		442,314		367,210
Office equipment, at cost less accumulated depreciation		2,400		2,400
Producing oil and gas properties		7		7
	$	2,608,165	$	2,916,204
LIABILITIES AND TRUST EQUITY
Trust Equity:
Corpus – authorized 2,000,000 units of beneficial interest, issued 2,000,000 units at nominal value		8		8
Undistributed income		2,608,157		2,916,196
Total trust equity		2,608,165		2,916,204
	$	2,608,165	$	2,916,204

See accompanying notes to condensed consolidated financial statements.

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MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND UNDISTRIBUTED INCOME

For the Three Months and Six Months Ended December 31, 2004 and 2003
(Unaudited)

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2004		2003		2004		2003
Income:
Oil and gas royalties	$	867,694	$	1,342,186	$	1,933,432	$	2,517,262
Equity in earnings of affiliate		178,226		108,844		255,704		164,511
Interest income		5,388		7,747		10,196		16,290
		1,051,308		1,458,777		2,199,332		2,698,063
Expenses:
General and administrative		49,571		72,000		100,328		113,664
Income before Federal income taxes		1,001,737		1,386,777		2,099,004		2,584,399
Federal income taxes of subsidiary		—		475		—		475
Net income		1,001,737		1,386,302		2,099,004		2,583,924
Undistributed income at beginning of period		2,723,660		3,421,854		2,916,196		3,779,351
		3,725,397		4,808,156		5,015,200		6,363,275
Distributions to unitholders		1,117,240		1,523,084		2,407,043		3,078,203
Undistributed income at end of period	$	2,608,157	$	3,285,072	$	2,608,157	$	3,285,072
Net income per unit	$	0.50	$	0.69	$	1.05	$	1.29
Distributions per unit	$	0.56	$	0.76	$	1.20	$	1.54

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MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended December 31, 2004 and 2003
(Unaudited)

	Six Months Ended
	December 31,
	2004			2003
Cash flows from operating activities:
Net income	$	2,099,004		$	2,583,924
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of affiliate		(75,104	)		41,425
Amortization of premium		4,606			4,562
Change in assets and liabilities:
Oil and gas royalties receivable		242,522			102,301
Receivable from affiliate		(53,278	)		21,725
State and federal taxes refundable		578			—
Interest receivable		669			(130	)
Accounts payable		—			475
Net cash provided by operating activities		2,218,997			2,754,282
Cash flows from investing activities— Proceeds from sale of U.S. agency bonds		100,000			—
Cash flows from financing activities—distributions to unitholders		(2,407,043	)		(3,078,203	)
Net decrease in cash and cash equivalents		(88,046	)		(323,921	)
Cash and cash equivalents at beginning of period		1,202,855			1,334,059
Cash and cash equivalents at end of period	$	1,114,809		$	1,010,138

See accompanying notes to condensed consolidated financial statements.

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MARINE PETROLEUM TRUST AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)

Accounting Policies

     The financial statements include the financial statements of Marine Petroleum Trust (the “Trust”) and its wholly-owned subsidiary, Marine Petroleum Corporation (“MPC”). The financial statements are condensed and should be read in conjunction with the Trust’s annual report on Form 10-K for the fiscal year ended June 30, 2004. The financial statements included herein are unaudited, but in the opinion of management they include all adjustments necessary for a fair presentation of the results of operations for the periods indicated. Operating results for the six months ended December 31, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2005.

     As an overriding royalty owner, actual production results are not known to us until reported by the operator, which could be a period of 60-90 days later than the actual month of production. To comply with accounting principles generally accepted in the United States of America, we must estimate earned but unpaid royalties from this production. To estimate this amount, we utilize historical information based on the latest production reports from the individual leases and current average prices as reported for oil by ChevronTexaco and the well head price for natural gas as reported by the Energy Information Agency, a division of the U.S. Department of Energy for the period under report.

Distributable Income

     The Trust’s Indenture provides that the trustee is to distribute all cash in the trust, less an amount reserved for the payment of accrued liabilities and estimated future expenses, to unitholders on the 28^th day of March, June, September and December of each year. If the 28^th falls on a Saturday, Sunday or legal holiday, the distribution is payable on the immediately preceding business day.

     As stated under “Accounting Policies” above, the financial statements in this Form 10-Q are the condensed and consolidated account balances of the Trust and MPC. However, distributable income is paid from the unconsolidated account balances of the Trust. Distributable income is comprised of (i) royalties from offshore Texas leases owned directly by the Trust, (ii) 98% of the overriding royalties received by MPC that are paid to the Trust on a quarterly basis, (iii) cash distributions from the Trust’s equity interest in the Tidelands Royalty Trust B (“Tidelands”), a separate publicly traded royalty trust, (iv) dividends paid by MPC, less (v) administrative expenses incurred by the Trust.

Undistributed Income

     A contract between the Trust and MPC provides that 98% of the overriding royalties received by MPC are paid to the Trust each quarter. MPC retains the remaining 2% of the overriding royalties along with other items of income and expense until such time as the Board of Directors declares a dividend out of the retained earnings. Beginning in the first quarter of 2004 the Board of Directors has declared quarterly dividends equal to 2% of overriding royalties collected each quarter. On December 31, 2004, undistributed income of the Trust and MPC amounted to $1,698,591 and $909,566, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition – Liquidity and Capital Resources

     The Trust is a royalty trust that was created in 1956 under the laws of the State of Texas. The Trust is not permitted to engage in any business activity because it was organized for the sole purpose of providing an efficient, orderly, and practical means for the administration and liquidation of rights to payments from certain oil and natural gas leases in the Gulf of Mexico, pursuant to license agreements and amendments between the Trust’s predecessors and Gulf Oil Corporation (“Gulf”). As a result of various transactions that have occurred since 1956, the Gulf interests now are held by ChevronTexaco Corporation, Elf Exploration, Inc., and their assignees.

     The Trust’s rights are generally referred to as overriding royalty interests in the oil and natural gas industry. An overriding royalty interest is created by an assignment by the owner of a working interest. The ownership rights associated with an overriding royalty interest terminate when the underlying lease terminates. All production and marketing functions are conducted by the working interest owners of the leases. Revenues from the overriding royalties are paid to the Trust either (i) on the basis of the selling price of oil, natural gas and other minerals produced, saved or sold, or (ii) at the value at the wellhead as determined by industry standards, when the selling price does not reflect the value at the wellhead.

     The Trust holds an overriding royalty interest equal to three-fourths of 1% of the value at the well of any oil, natural gas, or other minerals produced and sold from 64 leases covering 239,208 gross acres located in the Gulf of Mexico. The Trust’s overriding royalty interest applies only to existing leases and does not apply to new leases. The Trust also owns a 32.6% equity interest in Tidelands. Tidelands has an overriding royalty interest in seven leases covering 27,948 gross acres located in the Gulf of Mexico. As a result of this ownership, the Trust receives periodic distributions from Tidelands.

     Due to the limited purpose of the Trust as stated in the Trust’s Indenture, there is no requirement for capital. The Trust’s only obligation is to distribute to unitholders the net income actually collected. As an administrator of oil and natural gas royalty properties, the Trust collects royalties monthly, pays administration expenses, and disburses all net royalties collected to its unitholders each quarter. Because all of the Trust’s revenues are invested in liquid funds pending distribution, the Trust does not experience any liquidity problems.

     The Trust’s Indenture (and MPC’s charter and by-laws) expressly prohibits the operation of any kind of trade or business. The Trust’s oil and natural gas properties are depleting assets and are not being replaced due to the prohibition against these investments. Because of these restrictions, the Trust does not require short term or long term capital. These restrictions, along with other factors, allow the Trust to be treated as a grantor trust. Thus, all income and deductions, for tax purposes, should flow through to each individual unitholder. The Trust is not a taxable entity.

Critical Accounting Policies

     As an overriding royalty owner, actual production results are not known to us until reported by the operator, which could be a period of 60-90 days later than the actual month of production. To comply with accounting principles generally accepted in the United States of America, we must estimate earned but unpaid royalties from this production. To estimate this amount, we utilize historical information based on the latest production reports from the individual leases and current average prices as reported for oil by Chevron USA and the well head price for natural gas as reported by the Energy Information Agency, a division of the U.S. Department of Energy for the period under report.

     We did not have any changes in our critical accounting policies or in our significant accounting estimates during the six months ended December 31, 2004. Please see our annual report on Form 10-K for the year ended June 30, 2004 for a detailed discussion of our critical accounting policies.

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General

     The Trust realized 58% of its revenue from the sale of oil and 42% from the sale of natural gas during the six months ended December 31, 2004. Revenue includes estimated royalties of oil and natural gas produced but not paid.

     Distributions fluctuate from quarter to quarter due to changes in oil and natural gas prices and production quantities. Net income is determined by the revenue from oil and natural gas produced and sold during the accounting period. Distributions, however, are determined by the cash available to the Trust on the determination date.

Summary Review of Operating Results

     Net income for the six months ended December 31, 2004 decreased approximately 19% to $1.05 per unit as compared to $1.29 per unit for the comparable period in 2003. Oil production for the six months ended December 31, 2004 decreased approximately 12,000 barrels and natural gas production decreased approximately 152,000 mcf from the levels realized in the comparable period in 2003. For the six months ended December 31, 2004 the average price realized for a barrel of oil increased $13.76 over the price realized in the comparable period in 2003 and the average price realized for a thousand cubic feet (mcf) of natural gas increased $0.95 over the price realized in the comparable period in 2003.

     Distributions to unitholders amounted to $1.20 per unit for the six months ended December 31, 2004, a decrease of approximately 22% over the $1.54 distribution for the comparable period in 2003.

     The Trust must rely on public records for information regarding drilling operations. The public records available up to the date of this report indicate that 13 drilling and workover operations were conducted successfully during the six months ended December 31, 2004 on leases in which the Trust has an interest. There are approximately 380 wells subject to the Trust’s overriding royalty interest that are listed as active oil or natural gas wells on the records of the Minerals Management Service.

     The following table presents the net production quantities of oil and natural gas and net income and distributions per unit for the last five quarters.

	Production (1)
			Natural		Net	Cash
Quarter	Oil (bbls)		Gas (mcf)		Income	Distribution
December 31, 2003(2)		18,090		151,139	.69	.76
March 31, 2004(2)		7,049		68,638	.31	.56
June 30, 2004		17,074		113,173	.60	.53
September 30, 2004		11,762		100,176	.55	.64
December 31, 2004		14,375		41,003	.50	.56

(1)

Excludes the Trust’s equity interest in Tidelands.

(2)

Due to accelerated payments received from ChevronTexaco in December 2003 approximately 3,500 barrels of oil and 26,000 mcf of natural gas were realized in the quarter ended December 31, 2003 that would normally have been realized in the quarter ended March 31, 2004. As a result of this acceleration $0.13 net income per unit was realized in the quarter ended December 31, 2003 that would normally have been realized in the quarter ended March 31, 2004.

     The Trust’s revenues are derived from the oil and natural gas production activities of unrelated parties. The Trust’s revenues and distributions fluctuate from period to period based upon factors beyond the Trust’s control, including, without limitation, the number of productive wells drilled and maintained on leases subject to the Trust’s interest, the level of production over time from such wells and the prices at which the oil and natural gas from such wells are sold. The Trust believes that it will continue to have enough revenues to allow distributions to be made to

6

unitholders for the foreseeable future, although no assurance can be made regarding the amount of any future distributions. The foregoing sentence is a forward-looking statement. For more information, see “Forward-Looking Statements” on page 9. Actual results may differ from expected results because of reductions in the price or demand for oil and natural gas, which might then lead to decreased production; reductions in production due to the depletion of existing wells or disruptions in service, which may be caused by storm damage to production facilities, blowouts or other production accidents, or geological changes such as cratering of productive formations; and the expiration or release of leases subject to the Trust’s interests.

     Important aspects of the Trust’s operations are conducted by third parties. Oil and natural gas companies that lease tracts subject to the Trust’s interests are responsible for the production and sale of oil and natural gas and the calculation of royalty payments to the Trust. Prior to November 1, 2004, the Trust’s distributions were processed and paid by The Bank of New York as the agent for the trustee of the Trust. Effective November 1, 2004, Mellon Investor Services LLC became the agent for the trustee of the Trust and distributions will be processed and paid by Mellon Investor Services LLC.

Results of Operations—Three Months Ended December 31, 2004 and 2003

     Net income decreased 28% to approximately $1,002,000 for the three months ended December 31, 2004, from approximately $1,386,000 realized for the comparable three months in 2003.

     The Trust’s revenue is dependent on the operations of the working interest owners of the leases burdened with the Trust’s overriding royalty interest. The only obligation of the working interest owners to the Trust is to make monthly overriding royalty payments of the Trust’s interest in the oil and natural gas sold. The volume of oil and gas produced and its selling price are primary factors in the calculation of overriding royalty payments. Production is affected by the declining capability of the producing wells, the number of new wells drilled, the number of existing wells re-worked and placed back in production. The Trust has experienced a steady decline in the volume of oil and natural gas produced from the wells subject to the Trust’s overriding royalty interest. In the current three month period oil production declined 21% and natural gas production declined 73% from the levels realized in the comparable three months a year ago. Production from existing wells is anticipated to continue to decrease in the future due to normal well depletion. The Trust has no input with the operators regarding future drilling operations which could impact the Trust’s future oil and natural gas production.

     Revenue from oil royalties, excluding the Trust’s equity interest in Tidelands, for the three months ended December 31, 2004 increased 1% to approximately $603,000, from approximately $599,000 realized for the comparable three months in 2003. There was a 21% decrease in production and a 27% increase in the price realized.

     Revenue from natural gas royalties, excluding the Trust’s equity interest in Tidelands, decreased 64% to approximately $265,000 from approximately $744,000 for the comparable three months in 2003. There was a 73% decrease in production and a 31% increase in the price realized.

     Income from the Trust’s equity in Tidelands increased approximately 64% for the three months ended December 31, 2004, as compared to the comparable three months of 2003. This increase is primarily due to commencement of production from a new well on West Cameron Block 165.

     Weather is a factor in the production of both oil and natural gas in the Gulf of Mexico. There was no reported damage by Hurricane Ivan to the production facilities on the Trust’s override properties, but there was significant damage to other facilities owned by ChevronTexaco. There was a decline in the number of wells drilled and worked over during the first six months of 2004. A significant factor in the 73% decline in natural gas production was a loss of production in a natural gas well on South Timbalier Block 177. The Trust does not expect this well will go back on stream in the future.

     The following table presents the quantities of oil and natural gas sold and the average price realized from current operations for the three months ended December 31, 2004, and those realized in the comparable three months in 2003, excluding the Trust’s equity interest in Tidelands.

7

	Three Months Ended December 31,
	2004		2003
OIL
Barrels sold		14,375		18,090
Average price	$	41.94	$	33.09
NATURAL GAS
Mcf sold		41,003		151,139
Average price	$	6.46	$	4.92

Results of Operations—Six Months Ended December 31, 2004 and 2003

     Net income decreased 19% to approximately $2,099,000 for the six months ended December 31, 2004, from approximately $2,584,000 realized for the comparable six months in 2003.

     The Trust’s revenue is dependent on the operations of the working interest owners of the leases burdened with the Trust’s overriding royalty interest. The only obligation of the working interest owners to the Trust is to make monthly overriding royalty payments of the Trust’s interest in the oil and natural gas sold. The volume of oil and gas produced and its selling price are primary factors in the calculation of overriding royalty payments. Production is affected by the declining capability of the producing wells, the number of new wells drilled, the number of existing wells re-worked and placed back in production. The Trust has experienced a steady decline in the volume of oil and natural gas produced from the wells subject to the Trust’s overriding royalty interest. In the current six month period oil production declined 31% and natural gas production declined 52% from the levels realized in the comparable six months a year ago. Production from existing wells is anticipated to continue to decrease in the future due to normal well depletion. The Trust has no input with the operators regarding future drilling operations which could impact the Trust ‘s future oil and natural gas production.

     Revenue from oil royalties, excluding the Trust’s equity interest in Tidelands, for the six months ended December 31, 2004 increased 1% to approximately $1,120,000, from approximately $1,106,000 realized for the comparable six months in 2003. There was a 31% decrease in production and a 47% increase in the price realized.

     Revenue from natural gas royalties, excluding the Trust’s equity interest in Tidelands, decreased 42% to approximately $814,000 from approximately $1,411,000 for the comparable six months in 2003. There was a 52% decrease in production and a 20% increase in the price realized.

     Income from the Trust’s equity in Tidelands increased approximately 55% for the six months ended December 31, 2004, as compared to the comparable six months of 2003. This increase is primarily due to commencement of production from a new well on West Cameron Block 165.

     Weather is a factor in the production of both oil and natural gas in the Gulf of Mexico. There was no reported damage by Hurricane Ivan to the production facilities on the Trust’s override properties, but there was significant damage to other facilities owned by ChevronTexaco. There was a decline in the number of wells drilled and worked over during the first six months of 2004. A significant factor in the 52% decline in natural gas production was a loss of production in a natural gas well on South Timbalier Block 177. The Trust does not expect this well will go back on stream in the future.

     The following table presents the quantities of oil and natural gas sold and the average price realized from current operations for the six months ended December 31, 2004, and those realized in the comparable six months in 2003, excluding the Trust’s equity interest in Tidelands.

8

	Six Months Ended December 31,
	2004		2003
OIL
Barrels sold		26,137		38,035
Average price	$	42.85	$	29.09
NATURAL GAS
Mcf sold		141,179		293,060
Average price	$	5.76	$	4.81

Forward-Looking Statements

     The statements discussed in this quarterly report on Form 10-Q regarding our future financial performance and results, and other statements that are not historical facts, are forward-looking statements as defined in Section 27A of the Securities Act of 1933. We use the words “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” “intend,” “plan,” “budget,” or other similar words to identify forward-looking statements. You should read statements that contain these words carefully because they discuss future expectations, contain projections of our financial condition, and/or state other “forward-looking” information. Events may occur in the future that we are unable to accurately predict, or over which we have no control. If one or more of these uncertainties materialize, or if underlying assumptions prove incorrect, actual outcomes may vary materially from those forward-looking statements included in this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     As described elsewhere herein, the Trust’s only function is to collect overriding royalties from leases operated by others and distribute those royalties to its unitholders after paying the cost of collection and administration. The Trust’s income is highly dependent on the prices realized from the sale of oil and natural gas. Oil and natural gas prices have historically experienced significant volatility. The Trust does not attempt to manage its commodity price risk through the use of fixed price contracts or financial derivatives.

     Due to the short span of time between receipts and disbursements, cash held by the Trust is held in a non-interest bearing trust account.

     Oil and natural gas royalties received by MPC prior to payment of the 98% net profits interest are held in money market accounts that invest in U.S. Treasury securities and are considered not at risk.

     The retained earnings of MPC are held in either money market accounts or U.S. Treasury or agency securities to be held to maturity. Funds held in money market accounts and U.S. Treasury securities that mature in less than one year are considered not at risk.

Item 4. Controls and Procedures

     As of the end of the period covered by this report, the Trustee carried out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure controls and procedures are effective in timely alerting the Trustee to material information relating to the Trust required to be included in the Trust’s periodic filings with the Securities and Exchange Commission. There has not been any change in the Trust’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

9

PART II. OTHER INFORMATION

Item 6. Exhibits

     The following exhibits are included herein:

31.1	Certification of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Corporate Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10

SIGNATURES

     Pursuant to the requirements 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.

	MARINE PETROLEUM TRUST
	Bank of America, N.A., Trustee
February 14, 2005		By:	/s/ RON E. HOOPER
			Ron E. Hooper
			Senior Vice President
February 14, 2005		By:	/s/ R. RAY BELL
			R. Ray Bell
			Principal Accounting Officer

11

Marine Petroleum Trust
c/o Bank of America, N.A.
P.O. Box 830650
Dallas, Texas 75283-0650

12

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, R. Ray Bell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Marine Petroleum Trust;
2.	Based on my knowledge, this quarterly 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 registrant as of, and for, the periods presented in this report;
4.	The registrant’s Trustee 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 registrant and we 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.   The registrant’s Trustee and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: February 14, 2005	/s/ R. RAY BELL
	R. Ray Bell
	Principal Accounting Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Ron E. Hooper, certify that

1.	I have reviewed this quarterly report on Form 10-Q of Marine Petroleum Trust for which Bank of America, N.A. acts as Trustee;
2.	Based on my knowledge, this quarterly 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 registrant as of, and for, the periods presented in this report;
4.	The registrant’s Principal Accounting Officer 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 registrant and we 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.   The registrant’s Principal Accounting Officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: February 14, 2005	/s/ RON E. HOOPER
	Ron E. Hooper
	Senior Vice President Royalty Management on
	behalf of Bank of America Private Bank, not in
	its individual capacity but solely as the trustee
	of Marine Petroleum Trust

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the Principal Accounting Officer and the Trustee of Marine Petroleum Trust (the “Company”), does hereby certify, to such person’s knowledge, that:

     The Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

/s/ R. RAY BELL

R. Ray Bell

Principal Accounting Officer

Dated: February 14, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the Principal Accounting Officer and the Trustee of Marine Petroleum Trust (the “Company”), does hereby certify, to such person’s knowledge, that:

     The Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

/s/ RON E. HOOPER

Ron E. Hooper

Senior Vice President Royalty Management on behalf of Bank of

America Private Bank, not in its individual capacity but solely as

the trustee of Marine Petroleum Trust

Dated: February 14, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.