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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950134-01-501690.txt : 20010515
<SEC-HEADER>0000950134-01-501690.hdr.sgml : 20010515
ACCESSION NUMBER:		0000950134-01-501690
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010331
FILED AS OF DATE:		20010514

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARINE PETROLEUM TRUST
		CENTRAL INDEX KEY:			0000062362
		STANDARD INDUSTRIAL CLASSIFICATION:	OIL ROYALTY TRADERS [6792]
		IRS NUMBER:				756008017
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	000-08565
		FILM NUMBER:		1632421

	BUSINESS ADDRESS:	
		STREET 1:		NATIONSBANK OF TEXAS N A
		STREET 2:		P O BOX 831402
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75283-1402
		BUSINESS PHONE:		2145081796

	MAIL ADDRESS:	
		STREET 1:		P O BOX 831402
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75283-1402
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d86631e10-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

<TABLE>
<S>       <C>                                                          <C>
[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
                                       OR
[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>

             FOR THE TRANSITION PERIOD FROM ________ TO ________ .
                         COMMISSION FILE NUMBER 0-8565

                             MARINE PETROLEUM TRUST
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                    TEXAS                                        75-6008017
         (State or other jurisdiction                         (I.R.S. Employer
      of incorporation or organization)                     Identification No.)
            BANK OF AMERICA, N.A.                                75283-0241
        P.O. BOX 830241, DALLAS, TEXAS                           (Zip Code)
   (Address of principal executive offices)
</TABLE>

       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   X       No _____

     Indicate number of units of beneficial interest outstanding as of the
latest practicable date.

<TABLE>
<CAPTION>
         Title of Each Class of Units              Number of Units of Beneficial Interest
            of Beneficial Interest                             March 31, 2001
         ----------------------------              --------------------------------------
<S>                                            <C>
         UNITS OF BENEFICIAL INTEREST                            2,000,000
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

                             MARINE PETROLEUM TRUST

                                     INDEX

<TABLE>
<CAPTION>
                                                               PAGE
                                                              NUMBER
                                                              ------
<S>                                                           <C>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)....................     2

Condensed Consolidated Balance Sheets March 31, 2001 and
  June 30, 2000.............................................     2

Condensed Consolidated Statements of Income and
  Undistributed Income for the Three Months and Nine Months
  Ended March 31, 2001 and 2000.............................     3

Condensed Consolidated Statements of Cash Flows for the Nine
  Months Ended March 31, 2001 and 2000......................     4

Notes to Condensed Consolidated Financial Statements........     5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS.................     6

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
        MARKET RISK.........................................     9

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................    10

Signatures..................................................    11
</TABLE>
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     MARINE PETROLEUM TRUST AND SUBSIDIARY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2001 AND JUNE 30, 2000
                                  (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                              MARCH 31,      JUNE 30,
                                                                 2001          2000
                                                              ----------    ----------
<S>                                                           <C>           <C>
Current Assets:
  Cash and cash equivalents.................................  $2,298,061    $1,681,598
  Oil and gas royalties receivable..........................   1,017,360       486,708
  Receivable from affiliate.................................     143,300        95,002
                                                              ----------    ----------
          Total current assets..............................   3,458,721     2,263,308
                                                              ----------    ----------
Investment in affiliate.....................................     399,911       306,401
Office equipment, net.......................................         555           555
Producing oil and gas properties............................           7             7
                                                              ----------    ----------
                                                              $3,859,194    $2,570,271
                                                              ==========    ==========

                             LIABILITIES AND TRUST EQUITY

Current Liabilities:
  Accounts payable..........................................  $       --    $       88
  Income taxes payable......................................      19,157        10,182
                                                              ----------    ----------
          Total current liabilities.........................      19,157        10,270
                                                              ----------    ----------
Trust Equity:
  Corpus -- authorized 2,000,000 units of beneficial
     interest, issued 2,000,000 units at nominal value......           8             8
  Undistributed income......................................   3,840,029     2,559,993
                                                              ----------    ----------
          Total trust equity................................   3,840,037     2,560,001
                                                              ----------    ----------
                                                              $3,859,194    $2,570,271
                                                              ==========    ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        2
<PAGE>   4

                     MARINE PETROLEUM TRUST AND SUBSIDIARY

      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND UNDISTRIBUTED INCOME
       FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                    THREE MONTHS               NINE MONTHS
                                               -----------------------   -----------------------
                                                  2001         2000         2001         2000
                                               ----------   ----------   ----------   ----------
<S>                                            <C>          <C>          <C>          <C>
Income:
  Oil and gas royalties......................  $2,171,317   $1,502,621   $5,761,171   $3,551,456
  Equity in earnings of affiliate............     161,595       70,727      477,946      241,964
  Interest income............................      31,749       22,069       90,414       67,388
                                               ----------   ----------   ----------   ----------
          Total income.......................   2,364,661    1,595,417    6,329,531    3,860,808
                                               ----------   ----------   ----------   ----------
Expenses:
  General and administrative.................      61,363       55,176      186,449      144,952
                                               ----------   ----------   ----------   ----------
  Income before Federal income taxes.........   2,303,298    1,540,241    6,143,082    3,715,856
Federal income taxes of subsidiary...........       4,200           --       23,600        2,140
                                               ----------   ----------   ----------   ----------
          Net income.........................   2,299,098    1,540,241    6,119,482    3,713,716
Undistributed income at beginning of
  period.....................................   3,411,199    2,384,091    2,559,993    2,116,678
                                               ----------   ----------   ----------   ----------
                                                5,710,297    3,924,332    8,679,475    5,830,394
Distributions to unitholders.................   1,870,268    1,109,190    4,839,446    3,015,252
                                               ----------   ----------   ----------   ----------
Undistributed income at end of period........  $3,840,029   $2,815,142   $3,840,029   $2,815,142
                                               ==========   ==========   ==========   ==========
Net income per unit..........................  $     1.15   $      .77   $     3.06   $     1.86
                                               ==========   ==========   ==========   ==========
Distributions per unit.......................  $      .94   $      .55   $     2.42   $     1.51
                                               ==========   ==========   ==========   ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>   5

                     MARINE PETROLEUM TRUST AND SUBSIDIARY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2001           2000
                                                              -----------    -----------
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net income................................................  $ 6,119,482    $ 3,713,716
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Equity in undistributed earnings of affiliate..........      (93,510)         6,029
     Change in assets and liabilities:
       Oil and gas royalties receivable.....................     (530,652)      (329,374)
       Receivable from affiliate............................      (48,298)        13,419
       Accounts payable.....................................          (88)      (243,916)
       Income taxes payable.................................        8,975         (1,060)
                                                              -----------    -----------
          Net cash provided by operating activities.........    5,455,909      3,158,814
Cash flows from financing activities -- distributions to
  unitholders...............................................   (4,839,446)    (3,015,252)
                                                              -----------    -----------
          Net increase in cash and cash equivalents.........      616,463        143,562
Cash and cash equivalents at beginning of period............    1,681,598      1,659,864
                                                              -----------    -----------
Cash and cash equivalents at end of period..................  $ 2,298,061    $ 1,803,426
                                                              ===========    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>   6

                     MARINE PETROLEUM TRUST AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                  (UNAUDITED)

ACCOUNTING POLICIES

     The financial statements include the financial statements of Marine
Petroleum Trust (the "Trust") and its wholly-owned subsidiary, Marine Petroleum
Corporation, 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, 2000. The
financial statements included herein are unaudited, but in the opinion of
management include all adjustments necessary for a fair presentation of the
results of operations for the periods indicated. Operating results for the three
months and nine months ended March 31, 2001 are not necessarily indicative of
the results that may be expected for the year ending June 30, 2001.

UNDISTRIBUTED INCOME

     Undistributed income on March 31, 2001 includes $2,899,060 applicable to
the Trust and $940,969 applicable to Marine Petroleum Corporation. Distributions
to unitholders are dependent on the volume and price of oil and gas sold by
others and will fluctuate from quarter to quarter.

                                        5
<PAGE>   7

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" with overriding royalty interests in oil and
gas leases in the Gulf of Mexico. The Trust's indenture (and the charter and
by-laws of its subsidiary) expressly prohibit the operation of any kind of trade
or business inasmuch as 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 gas leases in the Gulf of Mexico,
pursuant to license agreements and amendments thereto between the Trust's
predecessors and Gulf Oil Corporation ("Gulf"). These contracts provide for 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. As a result
of various transactions that have occurred since 1956, the Gulf interests now
are held by Chevron Corporation ("Chevron"), Elf Exploration, Inc. ("Elf"), and
their assignees.

     In addition, the Trust owns a 32.6% equity interest in Tidelands Royalty
Trust "B" ("Tidelands"), a separate publicly traded royalty trust.

     All royalties received by the Trust, less administrative expenses, are
distributed quarterly to unitholders. Since the Trust's sole purpose is to
collect and distribute cash collected from royalties, there are no requirements
for capital.

GENERAL

     Increased oil and natural gas prices plus an increase in oil and natural
gas production resulted in a 65% increase in net income for the current nine
months as compared to the comparable nine months a year ago.

     Distributions to unitholders amounted to $2.42 per unit for the current
nine months, an increase of 60% over the distribution for the comparable nine
months a year ago.

     The Trust must rely on public records for information regarding drilling
operations. The public records indicate that an estimated 66 drilling and
workover operations have been conducted during the nine months ended March 31,
2001 on leases in which the Trust has an interest. These records indicate that
over 97% of the operations resulted in new oil and natural gas production.

     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.

<TABLE>
<CAPTION>
                                                              PRODUCTION(1)
                                                          ----------------------
                                                                        NATURAL     NET         CASH
QUARTER                                                   OIL(BBLS)    GAS(MCF)    INCOME   DISTRIBUTION
- -------                                                   ----------   ---------   ------   ------------
<S>                                                       <C>          <C>         <C>      <C>
March 31, 2000..........................................    29,549      283,065      .77         .55
June 30, 2000...........................................    15,656      130,855      .51         .65
September 30, 2000......................................    26,466      211,835      .94         .62
December 31, 2000.......................................    31,213      237,470      .97         .86
March 31, 2001..........................................    23,646      256,017     1.15         .94
</TABLE>

- ---------------

(1) Excludes the Trust's equity interest in Tidelands.

                                        6
<PAGE>   8

     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 is sold. The Trust believes that it will continue to have revenues
sufficient to permit distributions to be made to unitholders for the foreseeable
future, although no assurance can be made regarding the amounts thereof. The
foregoing sentence is a forward-looking statement. Factors that might cause
actual results to differ from expected results include reductions in prices or
demand for oil and natural gas, which might then lead to decreased production;
reductions in production due to depletion of existing wells or disruptions in
service, including as the result of storm damage to production facilities,
blowouts or other production accidents, and geological changes such as cratering
of productive formations; expiration or release of leases subject to the Trust's
interests.

     Important aspects of the Trust's operations are conducted by third parties.
These include the production and sale of oil and natural gas and the calculation
of royalty payments to the Trust, which are conducted by oil and natural gas
companies that lease tracts subject to the Trust's interests. Similarly, the
Trust's distributions are processed and paid by The Bank of New York as the
agent for the trustee of the Trust.

RESULTS OF OPERATIONS -- THREE MONTHS ENDED MARCH 31, 2001 AND 2000

     Net income for the quarter ended March 31, 2001 amounted to approximately
$2,299,000 which was 49% more than the approximately $1,540,000 (including the
approximately $47,000 release of an accounts payable reserve to cover possible
refunds that may have been required upon redetermination of natural gas prices
for royalty payments) realized in the comparable quarter a year ago. The
quantities of oil and natural gas sold decreased while the average price
realized for oil and natural gas increased in the current quarter as compared to
the comparable quarter a year ago.

     Revenue from oil royalties, excluding the Trust's equity interest in
Tidelands decreased 3% to approximately $753,000 in the current quarter from
approximately $777,000 realized in the comparable quarter a year ago. As shown
in the table below, the decrease over the comparable quarter a year ago was due
to decreased sales quantities partially offset by higher prices.

     Revenue from natural gas royalties, excluding the Trust's equity interest
in Tidelands and the reduction of the amounts reserved for royalty
over-payments, increased 109% to approximately $1,418,000 in the current quarter
from approximately $678,000 in the comparable quarter a year ago. As shown in
the table below, there was a decrease in production and an increase in the
current quarter prices.

     Income from the Trust's equity in Tidelands increased approximately 128% in
the current quarter over the comparable quarter a year ago due to an increase in
Tidelands' revenue from oil and natural gas.

     The quantities of oil and natural gas sold and the average prices realized
from current operations for the quarter ended March 31, 2001, and those realized
in the comparable quarter a year ago, excluding the Trust's

                                        7
<PAGE>   9

equity interest in Tidelands and the reduction of the amounts reserved for
royalty over-payments, are presented in the following table:

<TABLE>
<CAPTION>
                                                                2001      2000(1)
                                                              --------    --------
<S>                                                           <C>         <C>
OIL
  Barrels sold..............................................    23,646      28,210
  Average price.............................................  $  31.84    $  27.56

NATURAL GAS
  Mcf sold..................................................   256,017     273,319
  Average price.............................................  $   5.54    $   2.48
</TABLE>

- ---------------

(1) Prior year numbers have been revised to conform to the current year's
    presentation.

RESULTS OF OPERATIONS -- NINE MONTHS ENDED MARCH 31, 2001 AND 2000

     Net income for the nine months ended March 31, 2001 amounted to
approximately $6,119,000 which was 65% more than the approximately $3,714,000
(including the approximately $242,000 release of the accounts payable reserve)
realized in the comparable period a year ago. The quantities of oil and natural
gas sold and the average price realized for oil and natural gas increased in the
current nine months over the quantities of oil and natural gas sold and the
average price realized during the comparable period a year ago.

     Revenue from oil royalties, excluding the Trust's share of Tidelands'
royalties, increased 38% to approximately $2,401,000 in the current nine months
from approximately $1,746,000 realized in the comparable period a year ago. As
shown in the table below, the increase in oil royalties over the comparable
period a year ago was due to both increased sales quantities and higher prices.

     Revenue from natural gas royalties, excluding the Trust's share of
Tidelands' royalties and the reduction of the amounts reserved for royalty
over-payments, increased 115% to approximately $3,361,000 in the current nine
months from $1,562,000 in the comparable period a year ago. As shown in the
table below, the increase in natural gas royalties over the comparable period a
year ago was due to both increased sales quantities and higher prices.

     Income from the Trust's equity in Tidelands increased approximately 98% in
the current nine months over the comparable period a year ago due to an increase
in Tidelands' revenue, as a result of increased oil and natural gas prices.

     The quantities of oil and natural gas sold and the average prices realized
from current operations for the nine months ended March 31, 2001, and those
realized in the comparable period a year ago, excluding the Trust's equity
interest in Tidelands and the reduction of amounts reserved for royalty
over-payments, are presented in the following table:

                                        8
<PAGE>   10

<TABLE>
<CAPTION>
                                                                2001     2000(1)
                                                              --------   --------
<S>                                                           <C>        <C>
OIL
  Barrels sold..............................................    81,325     74,038
  Average price.............................................  $  29.52   $  23.59
NATURAL GAS
  Mcf sold..................................................   705,322    628,103
  Average price.............................................  $   4.76   $   2.49
</TABLE>

- ---------------

(1) Prior year numbers have been revised to conform to the current year's
    presentation.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

                                        9
<PAGE>   11

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following exhibits are included herein:

        None

     (b) Current Reports on Form 8-K:

          None

                                        10
<PAGE>   12

                                   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

May 14, 2001                                By:   /s/ CINDY STOVER MILLER
                                              ----------------------------------
                                                     Cindy Stover Miller
                                                        Vice President

May 14, 2001                                         /s/ R. RAY BELL
                                            ------------------------------------
                                                Principal Accounting Officer

                                        11
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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