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<SEC-DOCUMENT>0000950134-01-501927.txt : 20010516
<SEC-HEADER>0000950134-01-501927.hdr.sgml : 20010516
ACCESSION NUMBER:		0000950134-01-501927
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010331
FILED AS OF DATE:		20010515

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SAN JUAN BASIN ROYALTY TRUST
		CENTRAL INDEX KEY:			0000319655
		STANDARD INDUSTRIAL CLASSIFICATION:	OIL ROYALTY TRADERS [6792]
		IRS NUMBER:				756279898
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	001-08032
		FILM NUMBER:		1636853

	BUSINESS ADDRESS:	
		STREET 1:		BANK ONE TEXAS N A TRUST
		CITY:			FT WORTH
		STATE:			TX
		ZIP:			76113
		BUSINESS PHONE:		8178844630

	MAIL ADDRESS:	
		STREET 1:		1600 BANK ONE TOWER
		STREET 2:		500 THROCKMORTON
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102-3899
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d87409e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED MARCH 31, 2001
<TEXT>

<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 10-Q



                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



                  For the Quarterly Period Ended March 31, 2001


                           Commission File No. 1-8032



                          SAN JUAN BASIN ROYALTY TRUST


       Texas                                               I.R.S. No. 75-6279898


                         Bank One, NA, Trust Department
                                 P. O. Box 2604
                             Fort Worth, Texas 76113

                          Telephone Number 817/884-4630



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 and (2) has been subject to such filing requirements for
the past 90 days.  Yes  X   No
                       ---    ---

Number of units of beneficial interest outstanding at May 1, 2001:   46,608,796



<PAGE>   2


                          SAN JUAN BASIN ROYALTY TRUST

                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.

The condensed financial statements included herein have been prepared by Bank
One, NA as Trustee for the San Juan Basin Royalty Trust (the "Trust"), without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements have been condensed or omitted pursuant to Rule
10-01 of Regulation S-X promulgated under the Securities and Exchange Act of
1934, although the Trustee believes that the disclosures are adequate to make
the information presented not misleading. These condensed financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Trust's annual report on Form 10-K for the year ended
December 31, 2000. In the opinion of the Trustee, all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the assets,
liabilities and trust corpus of the San Juan Basin Royalty Trust at March 31,
2001, and the distributable income and changes in trust corpus for the
three-month periods ended March 31, 2001 and 2000 have been included. The
distributable income for such interim periods is not necessarily indicative of
the distributable income for the full year.

Deloitte & Touche LLP, independent certified public accountants, has conducted a
limited review of the condensed financial statements as of March 31, 2001 and
for the three-month periods ended March 31, 2001 and 2000 included herein.





                                      -2-
<PAGE>   3



INDEPENDENT ACCOUNTANTS' REPORT


Bank One, NA as Trustee
   for the San Juan Basin Royalty Trust:

We have reviewed the accompanying condensed statement of assets, liabilities and
trust corpus of the San Juan Basin Royalty Trust as of March 31, 2001 and the
related condensed statements of distributable income and changes in trust corpus
for the three-month periods ended March 31, 2001 and 2000. These financial
statements are the responsibility of the Trustee.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

The accompanying condensed financial statements are prepared on a modified cash
basis as described in Note 1, which is a comprehensive basis of accounting other
than generally accepted accounting principles.

Based on our reviews, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity with
the basis of accounting described in Note 1.

We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets, liabilities and trust corpus of the San Juan
Basin Royalty Trust as of December 31, 2000, and the related statements of
distributable income and changes in trust corpus for the year then ended (not
presented herein); and in our report dated March 23, 2001, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed statement of assets,
liabilities and trust corpus as of December 31, 2000 is fairly stated, in all
material respects, in relation to the statement of assets, liabilities and trust
corpus from which it has been derived.




DELOITTE & TOUCHE LLP

May 11, 2001



                                      -3-
<PAGE>   4


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

SAN JUAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                  MARCH 31,    DECEMBER 31,
ASSETS                                                              2001           2000
                                                                (UNAUDITED)
<S>                                                             <C>            <C>

Cash and short-term investments .............................   $ 18,600,399   $  6,972,892
Net overriding royalty interest in producing
   oil and gas properties (net of accumulated
   amortization of $93,756,366 and 92,588,674
   at March 31, 2001 and December 31, 2000, respectively) ...     39,519,162     40,686,854
                                                                ------------   ------------

                                                                $ 58,119,561   $ 47,659,746
                                                                ============   ============
LIABILITIES AND TRUST CORPUS

Distribution payable to Unit holders ........................   $ 18,600,399   $  6,972,892
Commitments and contingencies
Trust corpus - 46,608,796 Units of beneficial
   interest authorized and outstanding ......................     39,519,162     40,686,854
                                                                ------------   ------------

                                                                $ 58,119,561   $ 47,659,746
                                                                ============   ============
</TABLE>


CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                           2001          2000
<S>                                                    <C>            <C>

Royalty income .....................................   $ 37,489,972   $ 10,076,594
Interest income ....................................         59,067         24,495
                                                       ------------   ------------
                                                         37,549,039     10,101,089

General and administrative expenditures ............        286,524        212,586
                                                       ------------   ------------

Distributable income ...............................   $ 37,262,515   $  9,888,503
                                                       ============   ============

Distributable income per Unit (46,608,796 Units) ...   $    .799474   $    .212160
                                                       ============   ============
</TABLE>

The accompanying notes to condensed financial statements are an integral part of
these statements.




                                      -4-
<PAGE>   5


SAN JUAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                             2001              2000
<S>                                                     <C>               <C>

Trust corpus, beginning of period ...................   $   40,686,854    $   45,186,199
Amortization of net overriding royalty interest .....       (1,167,692)       (1,214,093)
Distributable income ................................       37,262,515         9,888,503
Distributions declared ..............................      (37,262,515)       (9,888,503)
                                                        --------------    --------------

Total corpus, end of period .........................   $   39,519,162    $   43,972,106
                                                        ==============    ==============
</TABLE>

The accompanying notes to condensed financial statements are an integral part of
these statements.




                                      -5-
<PAGE>   6


SAN JUAN BASIN ROYALTY TRUST

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------

1.       BASIS OF ACCOUNTING

         The San Juan Basin Royalty Trust was established as of November 1,
         1980. The financial statements of the Trust are prepared on the
         following basis:

         o     Royalty income recorded for a month is the amount computed and
               paid by the working interest owner, Burlington Resources Oil &
               Gas Company ("BROG"), to the Trustee for the Trust. Royalty
               income consists of the amounts received by the owner of the
               interest burdened by the net overriding royalty interest
               ("Royalty") from the sale of production less accrued production
               costs, development and drilling costs, applicable taxes,
               operating charges, and other costs and deductions, multiplied by
               75%.

         o     Trust expenses recorded are based on liabilities paid and cash
               reserves established from Royalty income for liabilities and
               contingencies.

         o     Distributions to Unit holders are recorded when declared by the
               Trustee.

         o     The conveyance which transferred the overriding royalty interest
               to the Trust provides that any excess of production costs over
               gross proceeds must be recovered from future net profits.

         The financial statements of the Trust differ from financial statements
         prepared in accordance with generally accepted accounting principles
         ("GAAP") because revenues are not accrued in the month of production;
         certain cash reserves may be established for contingencies which would
         not be accrued in financial statements prepared in accordance with
         GAAP; and amortization of the Royalty calculated on a
         unit-of-production basis is charged directly to trust corpus.

2.       FEDERAL INCOME TAXES

         For federal income tax purposes, the Trust constitutes a fixed
         investment trust which is taxed as a grantor trust. A grantor trust is
         not subject to tax at the trust level. The Unit holders are considered
         to own the Trust's income and principal as though no trust were in
         existence. The income of the Trust is deemed to have been received or
         accrued by each Unit holder at the time such income is received or
         accrued by the Trust rather than when distributed by the Trust.

         The Royalty constitutes an "economic interest" in oil and gas
         properties for federal income tax purposes. Unit holders must report
         their share of the revenues of the Trust as ordinary income from oil
         and gas royalties and are entitled to claim depletion with respect to
         such income. The Royalty is treated as a single property for depletion
         purposes.

         The Trust has on file technical advice memoranda confirming the tax
         treatment described above.

         The Trust began receiving royalty income from coal seam gas wells
         beginning in 1989. Under Section 29 of the Internal Revenue Code, coal
         seam gas production from wells drilled prior to January 1, 1993
         (including certain wells recompleted in coal seams formations
         thereafter), generally qualifies for the federal income tax credit for
         producing non-conventional fuels if such production and the sale
         thereof occurs before January 1, 2003. For 2000, this tax credit was
         $1.06 per MMBtu. To benefit from the credit, each Unit holder must
         determine from the tax information they receive from the Trust, their
         pro rata share of qualifying production of the Trust, based upon the
         number of Units owned during each month of the year, and the amount of
         available credit per MMbtu for the year, and then apply the tax credit
         against their own income tax liability, but such credit may not reduce
         their regular tax liability



                                      -6-
<PAGE>   7


         (after the foreign tax credit and certain other nonrefundable credits)
         below their alternative minimum tax. Section 29 also provides that any
         amount of Section 29 credit disallowed for the tax year solely because
         of this limitation will increase their credit for prior year minimum
         tax liability, which may be carried forward indefinitely as a credit
         against the taxpayer's regular tax liability, subject, however, to the
         limitations described in the preceding sentence. There is no provision
         for the carryback or carryforward of the Section 29 credit in any other
         circumstances.

         The Trustee is provided summary Section 29 tax credit information
         related to Trust properties by BROG, which information is then passed
         along to the Unit holders. In 1999, the U.S. Court of Appeals for the
         10th Circuit upheld the position of the Internal Revenue Service and
         the Tax Court that nonconventional fuel such as coal seam gas does not
         qualify for the Section 29 credit unless the producer has received an
         appropriate well category determination from the Federal Energy
         Regulatory Commission ("FERC"). The FERC's certification authority
         expired effective January 1, 1993. However, on July 14, 2000, the FERC
         issued a final ruling amending its regulations to reinstate certain
         regulations involving well category determinations for all wells and
         tight formation areas that could qualify for the Section 29 tax credit.
         BROG has informed the Trustee that it will seek certification of all
         qualified wells.

         The classification of the Trust's income for purposes of the passive
         loss rules may be important to a Unit holder. As a result of the Tax
         Reform Act of 1986, royalty income will generally be treated as
         portfolio income and will not reduce passive losses.

3.       CONTINGENCIES

         See Part II - Item 1, "Legal Proceedings" concerning the status of
         litigation matters.

4.       UNDERCHARGE OF CAPITAL EXPENDITURES AND LEASE OPERATING EXPENSES

         Based on its 1999 year-end review, BROG determined that it had
         undercharged the Trust for both capital expenditures and lease
         operating charges related to properties burdened by the Trust but not
         operated by BROG. In April and May of 2000, BROG reduced royalty income
         otherwise payable to the Trust by an additional $652,303 in capital
         expenditures and $1,689,509 in lease operating charges related to the
         undercharged non-operated properties. The Trust's consultants have
         reviewed BROG's cost reporting data and confirmed that these additional
         charges were appropriate.

5.       SETTLEMENT OF CLAIMS RELATING TO GAS IMBALANCE

         In June 2000, the Trust and BROG entered into a partial settlement of
         claims relating to a gas imbalance with respect to production from
         mineral properties currently operated by BROG. Under the terms of the
         partial settlement BROG paid the Trust $3,490,000 to settle the
         imbalance insofar as it relates to some of the wells located on the
         subject properties. The remainder of the imbalance is to be addressed
         through volume adjustments whereby the Trust's net overriding royalty
         interest will be applied to 50% of the overproduced parties' interest,
         on a monthly basis, until the imbalance is corrected. The Trust is in
         communication with BROG in order to determine the estimated value of
         the volume adjustments and the time during which the remainder of the
         imbalance will be corrected. BROG reported that the volume adjustment
         commenced in August 2000. The adjustment will be monitored by the
         Trust's consultants.


                                     ******



                                      -7-
<PAGE>   8


ITEM 2. TRUSTEE'S DISCUSSION AND ANALYSIS

FORWARD-LOOKING INFORMATION


Certain information included in this report contains, and other materials filed
or to be filed by the Trust with the Securities and Exchange Commission (as well
as information included in oral statements or other written statements made or
to be made by the Trust) may contain or include, forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, and
Section 27A of the Securities Act of 1933. Such forward looking statements may
be or may concern, among other things, capital expenditures, drilling activity,
development activities, production efforts and volumes, hydrocarbon prices and
the results thereof, and regulatory matters. Such forward looking statements
generally are accompanied by words such as "may," "will," "estimate," "expect,"
"predict," "anticipate," "goal," "should," "assume," "believe," "plan,"
"intend," or other words that convey the uncertainty of future events or
outcomes. Such statements reflect our current view with respect to future
events; are based on our assessment of, and are subject to, a variety of factors
deemed relevant by the Trustee and involve risks and uncertainties. Should one
or more of these risks or uncertainties occur, actual results may vary
materially and adversely from those anticipated.




                                      -8-
<PAGE>   9


THREE MONTHS ENDED MARCH 31, 2001 AND 2000:

The Trust received royalty income of $37,489,972 and interest income of $59,067
during the first quarter of 2001. After deducting administrative expenses of
$286,524 distributable income for the quarter was $37,262,515 ($.799474 per
Unit). In the first quarter of 2000, royalty income was $10,076,594, interest
income was $24,495, administrative expenses were $212,586 and distributable
income was $9,888,503 ($.212160 per Unit). The tax credit relating to production
from coal seam wells totaled approximately $.04 per Unit for the first quarter
of 2001 and $.04 per Unit for the first quarter of 2000. For further information
concerning this tax credit, Unit holders should refer to the Trust's Annual
Report for 2000. Based on 46,608,796 Units outstanding, the per Unit
distributions during the first quarter of 2001 were as follows:

<TABLE>
<S>                         <C>
January .................   $    .137351
February ................        .263048
March ...................        .399075
                            ------------

Quarter Total ...........   $    .799474
                            ============
</TABLE>

The royalty income distributed in the first quarter of 2001 was higher than that
distributed in the first quarter of 2000, primarily due to an increase in the
average gas price from $2.24 per Mcf for the first quarter of 2000 to $5.81 per
Mcf for the first quarter of 2001. Interest earnings for the quarter ended March
31, 2001, as compared to the quarter ended March 31, 2000, were higher,
primarily due to an increase in funds available for investment. Administrative
expenses were higher, primarily as a result of differences in timing of the
receipt and payment of these expenses.

The capital costs attributable to the properties from which the Trust's 75% net
overriding royalty ("Royalty") was carved (the "Underlying Properties") for the
first quarter of 2001 were reported by BROG as $6,324,039. BROG advised the
Trust that capital expenditures for 2001 are estimated to be $30,200,000.
Capital expenditures were $4,583,126 for the first quarter of 2000 and
approximately $24,700,000 in capital expenditures were passed through to the
Trust in 2000. BROG informed the Trust that its goal in increasing capital
expenditures for 2001 and 2000 was to offset the natural decline in production
from the Underlying Properties. BROG has reported favorable results in this
effort in that natural gas production for calendar 2000 averaged approximately
116 MMcf per day, as compared to average production of approximately 113 MMcf
per day for calendar 1999. As of October 2000, natural gas production from the
Underlying Properties had reached 120 MMcf per day.

BROG has informed the Trust that lease operating expenses and property taxes
were $3,278,436 and $83,940, respectively, for the first quarter of 2001, as
compared to $3,023,249 and $84,312, respectively, for the first quarter of 2000.

BROG has also informed the Trustee that 26 gross (9.67 net) conventional wells,
six gross (1.37 net) conventional recompletions, four gross (0.27 net) coal seam
wells, one gross (0.41 net) coal seam recompletion and two gross (0.01 net) coal
seam well recavitations were completed as of March 31, 2001. 133 gross (41.07
net) conventional wells, and 53 gross (21.98 net) conventional recompletions
were in progress during the first quarter of 2001. Nine gross (3.13 net) coal
seam wells, four gross (0.03 net) coal seam recavitations and 13 gross (2.87
net) coal seam recompletions were in progress as of March 31, 2001. "Gross"
acres or wells, for purposes of this discussion, means the entire ownership
interest of all parties in such properties, and BROG's interest therein is
referred to as the "net" acres or wells.



                                      -9-
<PAGE>   10


Royalty income for the quarter ended March 31, 2001 is associated with actual
gas and oil production during November 2000 through January 2001 from the
Underlying Properties. Gas and oil sales from the Underlying Properties for the
quarters ended March 31, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                                    2001            2000
<S>                                             <C>            <C>
Gas:
    Total sales (Mcf) .......................     11,264,710     10,080,596
    Mcf per day .............................        122,443        109,572
    Average price (per Mcf) .................   $       5.81   $       2.24

Oil:
    Total sales (Bbls) ......................         24,809         23,290
    Bbls per day ............................            270            253
    Average price (per Bbl) .................   $      26.90   $      22.48

Gas and oil sales attributable to the Royalty for the quarters ended March 31,
2001 and 2000 were as follows:

Gas sales (Mcf) .............................      6,917,945      4,743,297
Oil sales (Bbls) ............................         15,086         11,104
</TABLE>


Since the oil and gas sales attributable to the Royalty are based on an
allocation formula that is dependent on such factors as price and cost,
including capital expenditures, the aggregate production volumes from the
Underlying Properties may not provide a meaningful comparison to volumes
attributable to the Royalty.

During the first quarter of 2001, gas prices were more than double the prices
reported during the first quarter of 2000. Gas sales attributable to the Royalty
also increased in 2001 as compared to 2000. The price per barrel of oil during
the first quarter of 2001 was $4.42 per barrel higher than that received for the
first quarter of 2000 due to increases in oil prices in world markets generally
including the posted prices applicable to oil sales attributable to the Royalty.

All volumes of gas which are subject to the Royalty (the "Trust gas") are
currently sold under a contract dated November 10, 1999 between BROG and Duke
Energy and Marketing L.L.C. That contract, as amended, provides for the delivery
of Trust gas at various delivery points over a period commencing January 1,
2000, and ending March 31, 2002, and provides for the sale of Trust gas at
prices which fluctuate in accordance with published indices for gas sold in the
San Juan Basin of New Mexico. Unit holders are referred to Note 6 of the Notes
to Financial Statements in the Trust's 2000 Annual Report for further
information concerning the marketing of gas produced from the Underlying
Properties.

In June 2000, the Trust and BROG entered into a partial settlement of claims
relating to a gas imbalance with respect to production from mineral properties
currently operated by BROG. Under the terms of the partial settlement, BROG paid
the Trust $3,490,000 to settle the imbalance insofar as it relates to some of
the wells located on the subject properties. The remainder of the imbalance is
to be addressed through volume adjustments whereby the Trust's net overriding
royalty interest will be applied to 50% of the overproduced parties' interest,
on a monthly basis, until the imbalance is corrected. The Trust is in
communication with BROG in order to determine the estimated value of the volume
adjustments and the time during which the remainder of the imbalance will be
corrected. The volume adjustment commenced in August 2000 and will be monitored
by the Trust's consultants.


                                      -10-
<PAGE>   11


CALCULATION OF ROYALTY INCOME:

Royalty income received by the Trust for the three months ended March 31, 2001
and 2000, respectively, was computed as shown in the following table:

<TABLE>
<CAPTION>
                                                                   2001            2000

<S>                                                            <C>             <C>
Gross proceeds of sales from the Underlying Properties:
Gas proceeds ...............................................   $ 65,449,109    $ 22,513,961
Oil proceeds ...............................................        667,340         525,410
                                                               ------------    ------------

Total ......................................................     66,116,449      23,039,371
                                                               ------------    ------------

Less production costs:
Severance tax - Gas ........................................      6,379,436       2,194,519
Severance tax - Oil ........................................         63,969          52,040
Lease operating expense and property tax ...................      3,362,376       3,107,561
Capital expenditures .......................................      6,324,039       4,583,126
                                                               ------------    ------------

Total ......................................................     16,129,820       9,937,246
                                                               ------------    ------------

Net profits ................................................     49,986,629      13,102,125
Net overriding royalty interest ............................             75%             75%
                                                               ------------    ------------

Subtotal ...................................................     37,489,972       9,826,594
Other (a) ..................................................              0         250,000
                                                               ------------    ------------

Royalty income .............................................   $ 37,489,972    $ 10,076,594
                                                               ============    ============
</TABLE>

(a) Represents an offset to lease operating expense in connection with the
settlement of litigation referred to in Part II - Item 1, "Legal Proceedings."


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Trust has not entered into derivative financial instruments, derivative
commodity instruments or other similar instruments during the quarter ended
March 31, 2001. The Trust does not market the Trust gas, oil and/or natural gas
liquids. BROG is responsible for such marketing.




                                      -11-
<PAGE>   12
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Trust is not a party to any litigation. However, the Trust is aware that
BROG is involved in litigation from time to time that could affect the royalty
income received by the Trust.

On September 4, 1996, the Trustee announced the settlement of a lawsuit (the
"Litigation") filed by the Trustee against BROG and Southland Royalty Company.
The Litigation, which was filed in the state district court of Santa Fe County,
New Mexico, Cause No. SF 94-1982(c), was dismissed on September 12, 1996.

The claims asserted on behalf of the Trust in the Litigation included breach of
contract, breach of the covenant of good faith and fair dealing, breach of
express good faith duty, constructive fraud, unjust enrichment, prima facie
tort, intentional interference with contract and conspiracy. The relief sought
included compensatory and punitive damages, an accounting and an injunction
relating to marketing the production from the Underlying Properties. BROG has
denied and continues to deny the allegations made against it in the Litigation,
but the parties have agreed to settle the Litigation as outlined herein.

BROG agreed (i) to pay $19,750,000 in cash plus interest earnings thereon from
September 5, 1996, in settlement of underpayment of royalty claims of the Trust;
and (ii) commencing in 1997, to credit the Trust with $250,000 per year for five
years as an offset against lease operating expenses chargeable to the Trust for
purposes of the calculation of net proceeds payable to the Trust. BROG also
agreed to make certain adjustments that represent cost reductions favorable to
the Trust in the ongoing charges for coal seam gas gathering and treating on
BROG's Val Verde system. Additionally, the Trustee and BROG established a formal
protocol intended to provide the Trustee and its representatives improved access
to BROG's books and records applicable to the Underlying Properties.

Agreement was also reached regarding marketing arrangements for the sale of
Trust gas, oil and natural gas liquids products going forward as more
particularly described in "Pricing Information" under Item 2. Properties herein.

The $19,822,005 (or $.425285 per unit of beneficial interest) was paid to the
Trust on September 30, 1996 and distributed on October 15, 1996, to unitholders
of record as of September 30, 1996, (the "Record Date"). The distribution was
taxable to unit holders as of such Record Date. This distribution was in
addition to the regular monthly distribution on October 15, 1996.

An administrative claim was initiated on March 17, 1997 by the Mineral
Management Service of the United States Department of the Interior (the "MMS")
against BROG regarding a gas contract settlement dated March 1, 1990, between
BROG and certain other parties thereto. The claim alleges that additional
royalties are due on production from federal and Indian leases in the State of
New Mexico on properties that are burdened by the Royalty. BROG filed its
statement of reasons in June 1997 thereby contesting whether the royalties are
payable as claimed. BROG has informed the Trust that the administrative claim is
in the appeal process. If the MMS claim is successful, royalty income received
by the Trust could decrease. BROG reports that the MMS and BROG have entered
into settlement discussions in an attempt to settle this issue together with
other take-or-pay claims made by the MMS, but there has been no indication of
the likelihood of success in resolving the claim or when the negotiations are to
be completed.

MMS has notified BROG of underpaid royalty related to coal seam gas including
inappropriate deductions for costs to separate carbon dioxide from the gas. BROG
has continued to calculate and pay royalties using deductions the MMS is
attempting to disallow. The Company has appealed the MMS Demand



                                      -12-
<PAGE>   13


Letter dated October 28, 1996. There is a tolling agreement with the MMS while
settlement negotiations are attempted.

An administrative claim was initiated on June 10, 1998 by the MMS against BROG
related to production from lands on the Jicarilla Apache Indian Reservation. The
claim alleges that additional royalties are due based upon the "major portion"
valuation clause contained in the Jicarilla leases. This clause contemplated
royalty value to be calculated on "the highest price paid or offered at the time
of production for the major portion of oil of the same gravity, and gas, and/or
natural gasoline, and/or all other hydrocarbon substances produced and sold from
the field where the leased lands are situated." BROG indicates that producers do
not have access to prices received by other producers in a field, so a "major
portion" calculation must be done by the MMS. BROG filed its statement of
reasons in June 1999 thereby contesting whether the royalties are payable as
claimed. The administrative claim is in the appeal process. If the MMS claim is
successful, royalty income received by the Trust could decrease.

BROG has successfully negotiated with the State of New Mexico for a tax refund
based upon a claim for reimbursement of compression costs used in calculating
wellhead values. BROG has obtained the approval of the Attorney General of New
Mexico of a settlement in the amount of $4,200,000. In December 2000, the
Royalty payable to the Trust was effectively increased by $263,607 since a
portion of the settlement proceeds in that amount was applied to reduce
production costs used in calculating the Royalty. The Trust's consultants are in
communication with BROG and will review the allocation of settlement proceeds.

In June 2000, the Trust and BROG entered into a partial settlement of claims
relating to a gas imbalance with respect to production from mineral properties
currently operated by BROG. Under the terms of the partial settlement BROG paid
the Trust $3,490,000 to settle the imbalance insofar as it relates to some of
the wells located on the subject properties. The remainder of the imbalance is
to be addressed through volume adjustments whereby the Trust's net overriding
royalty interest will be applied to 50% of the overproduced parties' interest,
on a monthly basis, until the imbalance is corrected. The Trust is in
communication with BROG in order to determine the estimated value of the volume
adjustments and the time during which the remainder of the imbalance will be
corrected. BROG indicates that the volume adjustment commenced in August 2000.
Those adjustments will be monitored by the Trust's consultants.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  (4)(a)   San Juan Basin Royalty Trust Indenture dated November
                           3, 1980, between Southland Royalty Company (now
                           Burlington Resources Oil & Gas Company) and The Fort
                           Worth National Bank (now Bank One, NA), as Trustee,
                           heretofore filed as Exhibit (4)(a) to the Trust's
                           Annual Report on Form 10-K to the Securities and
                           Exchange Commission for the fiscal year ended
                           December 31, 1980 is incorporated herein by
                           reference.

                  (4)(b)   Net Overriding Royalty Conveyance from Southland
                           Royalty Company (now Burlington Resources Oil & Gas
                           Company) to The Fort Worth National Bank (now Bank
                           One, NA), as Trustee, dated November 3, 1980 (without
                           Schedules), heretofore filed as Exhibit (4)(b) to the
                           Trust's Annual Report on Form 10-K to the Securities
                           and Exchange Commission for the fiscal year ended
                           December 31, 1980 is incorporated herein by
                           reference.



                                      -13-
<PAGE>   14
         (b)      Reports on Form 8-K

                           The Trust filed a report on Form 8-K on March 14,
                           2001. In the report, the Trust reported, under Item
                           5, that BROG had announced the continued increase in
                           anticipated capital expenses of the Trust for the
                           calendar year ending December 31, 2001, as compared
                           to the years ended December 31, 1998 through December
                           31, 2000.
























                                      -14-
<PAGE>   15



                                   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.

                                             BANK ONE, NA, AS TRUSTEE FOR
                                             THE SAN JUAN BASIN ROYALTY TRUST



                                                     By /s/ LEE ANN ANDERSON
                                                        -----------------------
                                                            Lee Ann Anderson
                                                             Vice President


Date:  May 15, 2001


               (The Trust has no directors or executive officers.)



<PAGE>   16



                                INDEX TO EXHIBITS






<TABLE>
<CAPTION>
                                                                                SEQUENTIALLY
EXHIBIT                                                                           NUMBERED
NUMBER                                EXHIBIT                                       PAGE
- -------                               -------                                   ------------

<S>            <C>
(4)(a)         San Juan Basin Royalty Trust Indenture dated November 3, 1980,
               between Southland Royalty Company (now Burlington Resources Oil &
               Gas Company) and The Fort Worth National Bank (now Bank One, NA),
               as Trustee, heretofore filed as Exhibit (4)(a) to the Trust's
               Annual Report on Form 10 K to the Securities and Exchange
               Commission for the fiscal year ended December 31, 1980 is
               incorporated herein by reference.*


(4)(b)         Net Overriding Royalty Conveyance from Southland Royalty Company
               (now Burlington Resources Oil & Gas Company) to The Fort Worth
               National Bank (now Bank One, NA), as Trustee, dated November 3,
               1980 (without Schedules), heretofore filed as Exhibit (4)(b) to
               the Trust's Annual Report on Form 10-K to the Securities and
               Exchange Commission for the fiscal year ended December 31, 1980
               is incorporated herein by reference.*
</TABLE>


*        A copy of this Exhibit is available to any Unit holder, at the actual
         cost of reproduction, upon written request to the Trustee, Bank One,
         NA, P.O. Box 2604, Fort Worth, Texas 76113.





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