8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2009

WILLIAMS COAL SEAM GAS ROYALTY TRUST

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 001-11608
(Commission
File Number) 75-6437433
(I.R.S. Employer
Identification No.)

Trust Division Royalty Trust Group Bank of America, N.A. 901 Main Street, 17th Floor
Dallas, Texas	75202
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (214) 209-2400

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations And Financial Condition.

     On August 4, 2009, the Registrant issued a press release announcing there will be no cash distribution to unitholders for the third quarter of 2009. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     This Report on Form 8-K is being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

99.1 Press Release dated August 4, 2009.

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.

Williams Coal Seam Gas Royalty Trust
By:	Bank of America, N.A., Trustee
By:	/s/ RON E. HOOPER
	Ron E. Hooper
	Senior Vice President and Administrator

Date: August 4, 2009

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated August 4, 2009.

EX-99.1

Exhibit 99.1

WILLIAMS COAL SEAM GAS ROYALTY TRUST

PRESS RELEASE

Williams Coal Seam Gas Royalty Trust Announces No Cash Distribution
for Third Quarter

     DALLAS, TEXAS, August 4, 2009 — Williams Coal Seam Gas Royalty Trust (NYSE: WTU) announced today that there will be no Trust income distribution for the third quarter of 2009 because Trust expenses will exceed royalty income for the period. Royalty income which related to production for the quarter ending June 30, 2009 was $77,767 while Trust expenses payable will be approximately $100,000. At July 31, 2009 the Trust had accounts payable of approximately $57,000.

     The Trust owns net profits interests in certain proved coal seam gas properties owned by Williams Production Company (WPC) and located in the San Juan Basin of northwestern New Mexico (the “Working Interest Properties”) and southwestern Colorado, including WPC’s 35 percent net profits interest in 5,348 gross acres in La Plata County, Colorado (the “Farmout Properties”). WPC reported that production attributable to its gross interests in the properties burdened by the Trust’s net profits interests was 2.6 trillion British thermal units (TBtu) during the period associated with this quarterly cash distribution compared to 3.9 TBtu during the preceding period. When prior period adjustments are excluded, production in the current quarter for the original wells was 2.6 TBtu compared to 3.9 TBtu in the preceding quarter. The net contract price per MMBtu for this quarter was $0.75 per MMBtu as compared to $1.69 per MMBtu for the previous quarter.

     WPC also reported approximately 447 infill wells have been drilled and of those, 437 wells are producing as of June 30, 2009, and are now in “pay” status to the Trust since early June 2008. Production attributable to the infill wells was 1.5 TBtu. In accordance with the original conveyance, the Trust is entitled to only 20% of the net-profit interests from these wells as opposed to the 60% of the original producing wells. Net proceeds from the infill wells were ($66,939), and did not contribute to this quarter’s distribution. Deficits accumulate and no income is recognized until results are positive.

     Gross proceeds prior to deductions for production costs for the second quarter of 2009 by property were as follows: $1,754,457 for Working Interest Properties, $218,187 for Farmout Properties. For Working Interest Properties, production costs for the second quarter 2009 were as follows: $644,811 for royalties, $194,545 for taxes, $998,333 for operating costs and $5,342 in excess capital costs. Gross proceeds (Net Profit Interest) from the Farmout Properties after deductions as stated above were $218,187. The substantial decline in both production and price of natural gas has resulted in net proceeds to the Trust of $77,767.

Termination and Liquidation of the Trust

     Pursuant to the terms of the Trust Agreement, the Trust will terminate no later than December 31, 2012 or upon the first to occur of certain events, including (i) the disposition by the Trust of all royalty interests; (ii) following an affirmative vote in favor of termination of the Trust by the holders of record of more than 50% of the then outstanding Units; (iii) such time as the ratio of cash received by the Trust with respect to the royalty interests (excluding the effect on cash distributions received by the Trust in respect of the royalty interests of excess capital costs) to administrative costs of the Trust is less than 1.2 to 1.0 for three (3) consecutive calendar quarters, and (iv) March 1 of any calendar year if, based on a reserve report as of December 31 of the prior year, it is determined that, as of such date, the net present value (discounted at 10 percent) of the estimated future net revenues (calculated in accordance with criteria established by the Securities and Exchange Commission) for proved reserves attributable to the royalty interests but using the average monthly Blanco Hub Spot Price for the past calendar year less certain gathering costs is equal to or less than $30 million. As indicated in the notes to the financial statements of the Trust included in the Trust’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission, the 2009 commodity price outlook has resulted in uncertainty regarding the Trust’s ability to avoid a termination event pursuant to the terms of the Trust Agreement.

     The Trust is a grantor trust formed by The Williams Companies, Inc., parent company of WPC, and was designed to provide unitholders with quarterly cash distributions and tax credits

under Section 29 of the Internal Revenue Code, which has expired as of 12/31/2002, from certain coal seam gas properties. The units are listed on The New York Stock Exchange under the symbol “WTU”.

     For additional information, including the latest financial reports on Williams Coal Seam Gas Royalty Trust, please visit our website at http://www.wtu-williamscoalseamgastrust.com/.

*     *     *

CONTACT:

Ron E. Hooper, Senior Vice President
U.S. Trust, Bank of America Private Wealth Management, Trustee
1.800.365.6544