-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950142-02-000682.txt : 20020709
<SEC-HEADER>0000950142-02-000682.hdr.sgml : 20020709
<ACCEPTANCE-DATETIME>20020709151315
ACCESSION NUMBER:		0000950142-02-000682
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20020709
GROUP MEMBERS:		ALGENPAR, INC.
GROUP MEMBERS:		ALPINE CAPITAL, L.P.
GROUP MEMBERS:		J. TAYLOR CRANDALL
GROUP MEMBERS:		KEYSTONE, INC.
GROUP MEMBERS:		ROBERT M. BASS
GROUP MEMBERS:		ROBERT W. BRUCE III

SUBJECT COMPANY:	

	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:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-33873
		FILM NUMBER:		02698746

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KEYSTONE INC ET AL
		CENTRAL INDEX KEY:			0000924069

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		201 MAIN ST
		STREET 2:		STE 3100
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102
		BUSINESS PHONE:		8173908400

	MAIL ADDRESS:	
		STREET 1:		201 MAIN ST
		STREET 2:		STE 2600
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc13da26-sanjuan.txt
<DESCRIPTION>SCHEDULE 13D/A - SAN JUAN BASIN ROYALTY TRUST
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Schedule 13D**

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 26)*

                          San Juan Basin Royalty Trust
                                (Name of Issuer)

                          Units of Beneficial Interest
                         (Title of Class of Securities)

                                    798241105
                                 (Cusip Number)

                               J. Taylor Crandall
                           201 Main Street, Suite 3100
                             Fort Worth, Texas 76102
                                 (817) 390-8400
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 2, 2002
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

**The total number of Depositary Units reported herein is 12,875,900, which
constitutes approximately 27.6% of the total number of Units of Beneficial
Interest outstanding. All ownership percentages set forth herein assume that
there are 46,608,796 Units of Beneficial Interest outstanding.


<PAGE>

1.       Name of Reporting Person:

         Alpine Capital, L.P.

2.       Check the Appropriate Box if a Member of a Group:

         (a) [_]

         (b) [X]

3.       SEC Use Only

4.       Source of Funds: WC

5.       Check box if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e):

         [_]

6.       Citizenship or Place of Organization: Texas

                        7.      Sole Voting Power: 12,112,000 (1)
Number of
Units
Beneficially            8.      Shared Voting Power: -0-
Owned By
Each
Reporting               9.      Sole Dispositive Power: 12,112,000 (1)
Person
With
                        10.     Shared Dispositive Power: -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         12,112,000

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:

         [_]

13.      Percent of Class Represented by Amount in Row (11): 26.0%

14.      Type of Reporting Person: PN

- ------------------------
(1)  Power is exercised through its two general partners, Robert W. Bruce III
     and Algenpar, Inc.

<PAGE>

1.       Name of Reporting Person:

         Robert W. Bruce III

2.       Check the Appropriate Box if a Member of a Group:

         (a) [_]

         (b) [X]

3.       SEC Use Only

4.       Source of Funds: Not Applicable

5.       Check box if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e):

         [_]

6.       Citizenship or Place of Organization: USA

                        7.      Sole Voting Power: -0-
Number of
Units
Beneficially            8.      Shared Voting Power: 12,112,000 (1)
Owned By
Each
Reporting               9.      Sole Dispositive Power: -0-
Person
With
                        10.     Shared Dispositive Power: 12,112,000 (1)

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         12,112,000 (1)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:

         [_]

13.      Percent of Class Represented by Amount in Row (11): 26.0%

14.      Type of Reporting Person: IN

- ------------------------
(1)  Solely in his capacity as one of two general partners of Alpine Capital,
     L.P.

<PAGE>

1.       Name of Reporting Person:

         Algenpar, Inc.

2.       Check the Appropriate Box if a Member of a Group:

         (a) [_]

         (b) [X]

3.       SEC Use Only

4.       Source of Funds: Not Applicable

5.       Check box if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e):

         [_]

6.       Citizenship or Place of Organization: Texas

                        7.      Sole Voting Power: -0-
Number of
Units
Beneficially            8.      Shared Voting Power: 12,112,000 (1)(2)
Owned By
Each
Reporting               9.      Sole Dispositive Power: -0-
Person
With
                        10.     Shared Dispositive Power: 12,112,000 (1)(2)

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         12,112,000 (2)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:

         [_]

13.      Percent of Class Represented by Amount in Row (11): 26.0%

14.      Type of Reporting Person: CO

- ------------------------
(1)  Power is exercised through its President, J. Taylor Crandall.
(2)  Solely in its capacity as one of two general partners of Alpine Capital,
     L.P.

<PAGE>

1.       Name of Reporting Person:

         J. Taylor Crandall

2.       Check the Appropriate Box if a Member of a Group:

         (a) [_]

         (b) [X]

3.       SEC Use Only

4.       Source of Funds: Not Applicable

5.       Check box if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e):

         [_]

6.       Citizenship or Place of Organization: USA

                        7.      Sole Voting Power: -0-
Number of
Units
Beneficially            8.      Shared Voting Power: 12,112,000 (1)
Owned By
Each
Reporting               9.      Sole Dispositive Power: -0-
Person
With
                        10.     Shared Dispositive Power: 12,112,000 (1)

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         12,112,000 (1)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:

         [_]

13.      Percent of Class Represented by Amount in Row (11): 26.0%

14.      Type of Reporting Person: IN

- ------------------------
(1)  Solely in his capacity as President and sole stockholder of Algenpar, Inc.,
     which is one of two general partners of Alpine Capital, L.P.

<PAGE>

1.       Name of Reporting Person:

         Keystone, Inc.

2.       Check the Appropriate Box if a Member of a Group:

         (a) [_]

         (b) [X]

3.       SEC Use Only

4.       Source of Funds: WC

5.       Check box if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e):

         [_]

6.       Citizenship or Place of Organization: Texas

                        7.      Sole Voting Power: 763,900 (1)
Number of
Units
Beneficially            8.      Shared Voting Power: -0-
Owned By
Each
Reporting               9.      Sole Dispositive Power: 763,900 (1)
Person
With
                        10.     Shared Dispositive Power: -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         763,900

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:

         [_]

13.      Percent of Class Represented by Amount in Row (11): 1.6%

14.      Type of Reporting Person: CO

- ------------------------
(1)  Power is exercised through its President, Robert M. Bass.

<PAGE>

1.       Name of Reporting Person:

         Robert M. Bass

2.       Check the Appropriate Box if a Member of a Group:

         (a) [_]

         (b) [X]

3.       SEC Use Only

4.       Source of Funds: Not Applicable

5.       Check box if Disclosure of Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e):

         [_]

6.       Citizenship or Place of Organization: USA

                        7.      Sole Voting Power: 763,900 (1)
Number of
Units
Beneficially            8.      Shared Voting Power: -0-
Owned By
Each
Reporting               9.      Sole Dispositive Power: 763,900 (1)
Person
With
                        10.     Shared Dispositive Power: -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

         763,900 (1)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:

         [_]

13.      Percent of Class Represented by Amount in Row (11): 1.6%

14.      Type of Reporting Person: IN

- ------------------------
(1)  Solely in his capacity as President of Keystone, Inc.

<PAGE>


Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
amend their Schedule 13D Statement dated April 1, 1999, as amended by Amendment
No. 1 dated April 13, 1999, as amended by Amendment No. 2 dated May 18, 1999, as
amended by Amendment No. 3 dated May 25, 1999, as amended by Amendment No. 4
dated June 29, 1999, as amended by Amendment No. 5 dated August 4, 1999, as
amended by Amendment No. 6 dated August 20, 1999, as amended by Amendment No. 7
dated September 8, 1999, as amended by Amendment No. 8 dated September 27, 1999,
as amended by Amendment No. 9 dated October 13, 1999, as amended by Amendment
No. 10 dated October 25, 1999, as amended by Amendment No. 11 dated November 5,
1999, as amended by Amendment No. 12 dated November 29, 1999, as amended by
Amendment No. 13 dated December 9, 1999, as amended by Amendment No. 14 dated
December 20, 1999, as amended by Amendment No. 15 dated January 13, 2000, as
amended by Amendment No. 16 dated January 26, 2000, as amended by Amendment No.
17 dated February 17, 2000, as amended by Amendment No. 18 dated March 17, 2000,
as amended by Amendment No. 19 dated April 17, 2000, as amended by Amendment No.
20 dated April 18, 2001, as amended by Amendment No. 21 dated April 30, 2001, as
amended by Amendment No. 22 dated May 17, 2001, as amended by Amendment No. 23
dated September 19, 2001, as amended by Amendment No. 24 dated March 19, 2002,
as amended by Amendment No. 25 dated July 1, 2002 (the "Schedule 13D"), relating
to the Units of Beneficial Interest (the "Units"), of San Juan Basin Royalty
Trust (the "Issuer"). Unless otherwise indicated, all defined terms used herein
shall have the same meanings respectively ascribed to them in the Schedule 13D.

Item 1. SECURITY AND ISSUER.

No material change.

Item 2. IDENTITY AND BACKGROUND.

No material change.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

No material change.

Item 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended by adding at the end thereof:

         On July 2, 2002, certain of the holders of the Units, including Alpine
and Keystone, notified the Trustee (1) that they were in receipt of notice of
the Trustee's intention to resign, (2) that they nominated TexasBank to serve as
successor Trustee, (3) that such holders owned Units in excess of the amount
required under the San Juan Basin Royalty Trust Indenture dated as of November
1, 1980 to nominate and (4) the reasons for the nomination. A copy of the notice
from the holders to the Trustee is attached hereto as Exhibit 1.


<PAGE>


Item 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a), 5(b) and 5(d) -- no material change.

Item 5(c) has been amended and restated in its entirety as follows:

(c) To the best of the knowledge of each of the Reporting Persons, none of the
persons named in response to paragraph (a) has effected any transactions in the
Units during the past 60 days.

(e) Not applicable.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

No material change.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.

Exhibit 1 -- Letter from certain holders of Units to the Trustee of the San Juan
Basin Royalty Trust, dated July 2, 2002.


<PAGE>


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATED: July 9, 2002

                                        ALPINE CAPITAL, L.P.

                                        By: /S/ ROBERT W. BRUCE III
                                            -----------------------
                                            Robert W. Bruce III,
                                            Manager


                                            /S/ ROBERT W. BRUCE III
                                            -----------------------
                                            ROBERT W. BRUCE III


                                        ALGENPAR, INC.


                                        By: /S/ J. TAYLOR CRANDALL
                                            ----------------------
                                            J. Taylor Crandall,
                                            President


                                           /S/ J. TAYLOR CRANDALL
                                           ----------------------
                                           J. TAYLOR CRANDALL


                                        KEYSTONE, INC.


                                        By: /S/ W.R. COTHAM
                                            ---------------
                                            W.R. Cotham,
                                            Vice President


                                            /S/ W.R. COTHAM
                                            ---------------
                                            W.R. Cotham,
                                            Attorney-in-Fact for:

                                        ROBERT M. BASS (1)

(1)      A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Robert M. Bass previously has been filed with the Securities and Exchange
Commission.


<PAGE>


                                  EXHIBIT INDEX


EXHIBIT           DESCRIPTION

99.1              Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.

1                 Letter from certain holders of Units to the Trustee of the San
                  Juan Basin Royalty Trust, dated July 2, 2002, filed herewith.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex1sc13da26-sanjuan.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
                                                                       EXHIBIT 1
                                                                       ---------

                               Kurt H. Wulff, CFA
                                McDep Associates
                               399 Chestnut Street
                             Needham, MA 02492-2478

                                                                  (781) 444-0621
                                                             Fax: (781) 449-7735
                                                                  kurt@mcdep.com
                                                                   www.mcdep.com


July 2, 2002


Bank One, N.A.                                              VIA FAX 817-884-4560
420 Throckmorton Street                                     --------------------
3rd Floor
Fort Worth, Texas 76102

         RE:      SAN JUAN BASIN ROYALTY TRUST

Ladies and Gentlemen:

This letter is directed to you in your capacity as Trustee of the San Juan Basin
Royalty Trust. We are in receipt of notice of your intention to resign. Under
the provisions of Section 6.05 of the San Juan Basin Royalty Trust Indenture
dated as of November 1, 1980, we nominate TexasBank to serve as successor.

The undersigned own Units substantially in excess of the 15% required to
nominate. We believe that a qualified independent bank presents reduced risk of
conflict of interest as opposed to a large national organization. We also expect
TexasBank to provide continuity in administration.

Sincerely,

McDep Associates

By: /S/ KURT H. WULFF
   --------------------
   Kurt H. Wulff


<PAGE>


The following concur in the nomination of TexasBank:

Alpine Capital, L.P.                         Keystone, Inc.

By Algenpar, Inc., General Partner

By:/S/ KEVIN G. LEVY                         By: /S/ KEVIN G. LEVY
   -------------------------------               -------------------------------
   Kevin G. Levy, Vice President                 Kevin G. Levy, Vice President


Spears, Grisanti & Brown LLC                 Inland Associates Inc.

By:/S/ WILLIAM G. SPEARS                     By: /S/ DAVID STARK
   --------------------------------              -------------------------------
   William G. Spears                             David Starks, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex991sc13da26-sanjuan.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.

                                        ALPINE CAPITAL, L.P.

                                        By: /S/ ROBERT W. BRUCE III
                                            -----------------------
                                            Robert W. Bruce III,
                                            Manager


                                            /S/ ROBERT W. BRUCE III
                                            -----------------------
                                            ROBERT W. BRUCE III


                                        ALGENPAR, INC.


                                        By: /S/ J. TAYLOR CRANDALL
                                            ----------------------
                                            J. Taylor Crandall,
                                            President


                                           /S/ J. TAYLOR CRANDALL
                                           ----------------------
                                           J. TAYLOR CRANDALL


                                        KEYSTONE, INC.


                                        By: /S/ W.R. COTHAM
                                            ---------------
                                            W.R. Cotham,
                                            Vice President


                                            /S/ W.R. COTHAM
                                            ---------------
                                            W.R. Cotham,
                                            Attorney-in-Fact for:

                                        ROBERT M. BASS (1)

(1)      A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Robert M. Bass previously has been filed with the Securities and Exchange
Commission.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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