-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 DYMvyKXm9O5ehjChczZeCCRZ+Wtozz8MYuijhCcr+Le6HaOs3bL6i/dSqsSj8vHM
 N6SY+ISuFEij5+ViJIsiNw==

<SEC-DOCUMENT>0000950134-02-005458.txt : 20020514
<SEC-HEADER>0000950134-02-005458.hdr.sgml : 20020514
ACCESSION NUMBER:		0000950134-02-005458
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020331
FILED AS OF DATE:		20020514

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:		1934 Act
		SEC FILE NUMBER:	000-08565
		FILM NUMBER:		02646557

	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>d96880e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED MARCH 31, 2002
<TEXT>
<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2002

                                       OR

          [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


              For the Transition period from ________ to ________ .

                          COMMISSION FILE NUMBER 0-8565

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


                  TEXAS                                         75-6008017
    (State or other jurisdiction of                          (I.R.S. Employer
     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)

        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:

As of March 31, 2002, we had 2,000,000 units of beneficial interest outstanding.

================================================================================
<PAGE>



                             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, 2002 and June 30, 2001...................................   2

Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended
     March 31, 2002 and 2001.............................................................................   3

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2002 and 2001........   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.......................................  10


                                        PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................................  11

Signatures...............................................................................................  12
</Table>


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                      MARINE PETROLEUM TRUST AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2002 AND JUNE 30, 2001
                                   (UNAUDITED)


<Table>
<Caption>

                                                               MARCH 31, 2002     JUNE 30, 2001
                                                               --------------     --------------
<S>                                                            <C>                <C>
                                               ASSETS

Current Assets:
    Cash and cash equivalents ............................     $    1,660,889     $    2,515,239
    Oil and gas royalties receivable .....................            491,982            854,229
    Receivable from affiliate ............................             48,202            165,216
                                                               --------------     --------------
       Total current assets ..............................     $    2,201,073     $    3,534,684
                                                               --------------     --------------
Investment in affiliate ..................................            348,041            338,788
Office equipment, at cost less accumulated depreciation ..              2,400                555
Producing oil and gas properties .........................                  7                  7
                                                               --------------     --------------
                                                               $    2,551,521     $    3,874,034
                                                               ==============     ==============

                                     LIABILITY AND TRUST EQUITY

Current Liability - Income taxes payable .................     $        8,343     $       18,343
                                                               --------------     --------------
Trust Equity:
    Corpus - authorized 2,000,000 units of beneficial
      interest, issued 2,000,000 units at nominal value ..                  8                  8
    Undistributed income .................................          2,543,170          3,855,683
                                                               --------------     --------------
      Total trust equity .................................          2,543,178          3,855,691
                                                               --------------     --------------
                                                               $    2,551,521     $    3,874,034
                                                               ==============     ==============
</Table>

     See accompanying notes to condensed consolidated financial statements.


                                      -2-
<PAGE>

                      MARINE PETROLEUM TRUST AND SUBSIDIARY

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
       FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


<Table>
<Caption>
                                                               THREE MONTHS                       NINE MONTHS
                                                      ------------------------------     -----------------------------
                                                          2002              2001             2002             2001
                                                      ------------      ------------     ------------     ------------
<S>                                                   <C>               <C>              <C>              <C>
Income:
    Oil and gas royalties .......................     $    937,518      $  2,171,317     $  3,323,260     $  5,761,171
    Equity in earnings of affiliate .............           69,144           161,595          189,519          477,946
    Interest income .............................            8,257            31,749           44,894           90,414
                                                      ------------      ------------     ------------     ------------
                                                         1,014,919         2,364,661        3,557,673        6,329,531
                                                      ------------      ------------     ------------     ------------
Expenses:
    General and administrative ..................           74,238            61,363          182,482          186,449
                                                      ------------      ------------     ------------     ------------
    Income before Federal income tax ............          940,681         2,303,298        3,375,191        6,143,082
                                                      ------------      ------------     ------------     ------------
Federal income tax (benefit) expense of
  subsidiary ....................................           (1,720)            4,200               --           23,600
                                                      ------------      ------------     ------------     ------------
    Net income ..................................          942,401         2,299,098        3,375,191        6,119,482
Undistributed income at beginning of period .....        2,573,147         3,411,199        3,855,683        2,559,993
                                                      ------------      ------------     ------------     ------------
                                                         3,515,548         5,710,297        7,230,874        8,679,475
Distributions to unitholders ....................          972,378         1,870,268        4,687,704        4,839,446
                                                      ------------      ------------     ------------     ------------
Undistributed income at end of period ...........     $  2,543,170      $  3,840,029     $  2,543,170     $  3,840,029
                                                      ============      ============     ============     ============
Net income per unit .............................     $       0.47      $       1.15     $       1.69     $       3.06
                                                      ============      ============     ============     ============
Distributions per unit ..........................     $       0.49      $       0.94     $       2.34     $       2.42
                                                      ============      ============     ============     ============
</Table>


     See accompanying notes to condensed consolidated financial statements.



                                      -3-
<PAGE>



                      MARINE PETROLEUM TRUST AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                     2002             2001
                                                                                ------------      ------------
<S>                                                                             <C>               <C>
Cash flows from operating activities:
    Net income ............................................................     $  3,375,191      $  6,119,482
    Adjustments to reconcile net income to net cash provided by operating
      activities:
      Equity in undistributed (earnings) loss of affiliate ................           (9,253)          (93,510)
      Change in assets and liabilities:
          Oil and gas royalties receivable ................................          362,247          (530,652)
          Receivable from affiliate .......................................          117,014           (48,298)
          Accounts payable ................................................               --               (88)
          Income taxes payable ............................................          (10,000)            8,975
                                                                                ------------      ------------
             Net cash provided by operating activities ....................        3,835,199         5,455,909
                                                                                ------------      ------------
Cash flows used in investing activities--
      Purchase of office equipment ........................................           (1,845)               --
                                                                                ------------      ------------
Cash flows from financing activities--
      Distributions to unitholders ........................................       (4,687,704)       (4,839,446)
                                                                                ------------      ------------
      Net increase (decrease) in cash and cash equivalents ................         (854,350)          616,463
Cash and cash equivalents at beginning of period ..........................        2,515,239         1,681,598
                                                                                ------------      ------------
Cash and cash equivalents at end of period ................................     $  1,660,889      $  2,298,061
                                                                                ============      ============
</Table>


     See accompanying notes to condensed consolidated financial statements.



                                      -4-
<PAGE>

                      MARINE PETROLEUM TRUST AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

ACCOUNTING POLICIES

         The financial statements include the financial statements of Marine
Petroleum Trust (the "Trust") and its wholly-owned subsidiary, Marine Petroleum
Corporation ("MPC"). The financial statements are condensed, and should be read
in conjunction with the Trust's annual report on Form 10-K for the fiscal year
ended June 30, 2001. The financial statements included herein are unaudited, but
in the opinion of management they include all adjustments necessary for a fair
presentation of the results of operations for the periods indicated. Operating
results for the three and nine months ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending June 30,
2002.

DISTRIBUTABLE INCOME

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

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

UNDISTRIBUTED INCOME

         A contract between the Trust and MPC provides that 98% of the
overriding royalties received by MPC are paid to the Trust each quarter. MPC
retains the remaining 2% of the overriding royalties along with other items of
income and expense, until such time as the Board of Directors declares a
dividend out of the retained earnings. No such dividend from MPC to the Trust
has been declared since 1993. On March 31, 2002, undistributed income of the
Trust and MPC amounted to $1,508,991 and $1,034,179, respectively.




                                      -5-
<PAGE>


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

GENERAL

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

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

         The Trust holds an overriding royalty interest equal to three-fourths
of 1% of the value at the well of any oil, natural gas, or other minerals
produced and sold from the leases described above. The Trust's overriding
royalty interest applies only to existing leases and does not apply to new
leases. The Trust also owns a 32.6% equity interest in Tidelands. As a result of
this ownership, the Trust receives periodic distributions from Tidelands.

FINANCIAL CONDITION - LIQUIDITY AND CAPITAL RESOURCES

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

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

SUMMARY REVIEW

         Net income for the three months ended March 31, 2002, declined
approximately 59% to $.47 per unit as compared to $1.15 per unit for the
comparable three months in 2001. Oil production for the three months ended March
31, 2002, increased approximately 2,500 barrels and natural gas production
decreased approximately 95,000 mcf. The average price received for a barrel of
oil declined $8.70, or 27%, and the average price received for a thousand cubic
feet (mcf) of natural gas declined $3.44, or 62%.

         Net income for the nine months ended March 31, 2002, declined
approximately 45% to $1.69 per unit as compared to $3.06 per unit for the
comparable nine months in 2001. Oil production for the nine months ended March
31, 2002, decreased approximately 100 barrels and natural gas production
decreased approximately 182,000 mcf. The average price received for a barrel of
oil declined $6.27, or 21%, and the average price received for a thousand cubic
feet (mcf) of natural gas declined $2.02, or 42%.



                                      -6-
<PAGE>

         Distributions to unitholders amounted to $.49 per unit for the three
months ended March 31, 2002, a decrease of 48% from the distribution for the
three months ended March 31, 2001. Distributions to unitholders amounted to
$2.34 per unit for the nine month period ended March 31, 2002, a decrease of
approximately 3%, from the distribution for the nine month period ended March
31, 2001.

         The Trust's distributions are paid based on the timing of actual cash
receipts rather than the net income of the Trust. The following table
illustrates that historically the cash distributions made in a particular
quarter approximate the net income of the previous quarter.

         The Trust must rely on public records for information regarding
drilling operations. The public records available up to the date of this report
indicate that 45 (37 successful) drilling and workover operations were conducted
during the nine months ended March 31, 2002, on leases in which the Trust has an
interest. In the comparable period a year ago there were 66 drilling and
workover operations reported. The Trust receives a royalty on the sale of oil
and gas from approximately 375 wells.

         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, 2001 .......          23,646         256,017        1.15           .94
         June 30, 2001 ........          31,229         266,558        1.18          1.17
         September 30, 2001 ...          29,748         211,925         .72          1.13
         December 31, 2001 ....          25,314         150,434         .49           .72
         March 31, 2002 .......          26,159         160,506         .47           .49
</Table>

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

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



                                      -7-
<PAGE>

RESULTS OF OPERATIONS--THREE MONTHS ENDED MARCH 31, 2002 AND 2001

         Net income decreased 59% to approximately $942,000 for the three months
ended March 31, 2002, from approximately $2,299,000 realized for the comparable
three months in 2001. The quantity of oil produced increased while the quantity
of natural gas produced decreased during the three months ended March 31, 2002
as compared to the three months ended March 31, 2001. The average prices
realized for oil and natural gas decreased for the three months ended March 31,
2002 as compared to the three months ended March 31, 2001.

         Revenue from oil royalties (excluding the Trust's equity interest in
Tidelands) decreased 20% to approximately $605,000 for the three months ended
March 31, 2002, from approximately $753,000 realized for the comparable three
months in 2001. During the three months ended March 31, 2002, the Trust received
approximately $52,000 from the settlement of litigation related to oil pricing.
This settlement amount is included in the $605,000 in revenue from oil royalties
for the three months ended March 31, 2002. As shown in the table below, there
was an increase in production quantities, but the 27% decline in the average
price realized resulted in reduced royalties from oil for the three months ended
March 31, 2002.

         Revenue from natural gas royalties, excluding the Trust's equity
interest in Tidelands, decreased 76% to approximately $332,000 for the three
months ended March 31, 2002, from approximately $1,418,000 for the comparable
three months in 2001. As shown in the table below, there were decreases in
production and the price for natural gas for the three months ended March 31,
2002.

         Income from the Trust's equity in Tidelands decreased approximately 57%
for the three months ended March 31, 2002 from the comparable period in 2001 due
to a decrease 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 three months ended March 31, 2002, and
those realized in the comparable three months in 2001, excluding the Trust's
equity interest in Tidelands, are presented in the following table:

<Table>
<Caption>
                                            2002            2001
                                        -----------     -----------
<S>                                     <C>             <C>
        OIL
            Barrels sold ..........          26,159          23,646
            Average price .........     $     23.14     $     31.84

        NATURAL GAS
            Mcf sold ..............         160,506         256,017
            Average price .........     $      2.07     $      5.54
</Table>



                                      -8-
<PAGE>

RESULTS OF OPERATIONS--NINE MONTHS ENDED MARCH 31, 2002 AND 2001

         Net income decreased 45% to approximately $3,375,000 for the nine
months ended March 31, 2002, from approximately $6,119,000 realized for the
comparable nine months in 2001. The quantity of oil and natural gas produced
decreased during the nine months ended March 31, 2002 as compared to the nine
months ended March 31, 2001. The average prices realized for oil and natural gas
decreased for the nine months ended March 31, 2002 as compared to the nine
months ended March 31, 2001.

         Revenue from oil royalties (excluding the Trust's equity interest in
Tidelands) decreased 21% to approximately $1,888,000 for the nine months ended
March 31, 2002, from approximately $2,401,000 realized for the nine months ended
March 31, 2001. During the nine months ended March 31, 2002, the Trust received
approximately $52,000 from the settlement of litigation related to oil pricing.
This settlement amount is included in the $1,888,000 in revenue oil royalties
for the nine months ended March 31, 2002. As shown in the table below, the
primary cause of the reduction in revenue from oil production was the decline in
the average prices realized during the period.

         Revenue from natural gas royalties (excluding the Trust's equity
interest in Tidelands) decreased 57% to approximately $1,435,000 for the nine
months ended March 31, 2002, from approximately $3,361,000 for the nine months
ended March 31, 2001. As shown in the table below, there was a decrease in
production quantities and a decrease in the price realized for natural gas.

         Income from the Trust's equity in Tidelands decreased approximately 60%
for the nine months ended March 31, 2002 as compared to the nine months ended
March 31, 2001, due to a decrease 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 nine months ended March 31, 2002, and
those realized for the comparable six months in 2001, excluding the Trust's
equity interest in Tidelands, are presented in the following table:

<Table>
<Caption>
                                            2002            2001
                                        -----------     -----------
<S>                                     <C>             <C>
         OIL
           Barrels sold ...........          81,221          81,325
           Average price ..........     $     23.25     $     29.52

         NATURAL GAS
           Mcf sold ...............         522,865         705,322
           Average price ..........     $      2.74     $      4.76
</Table>

CRITICAL ACCOUNTING POLICIES

         We did not have any changes in our critical accounting policies or in
our significant accounting estimates during the three months and nine months
ended March 31, 2002. Please see our annual report on Form 10-K for the year
ended June 30, 2001 for a detailed discussion of our critical accounting
policies.

FORWARD-LOOKING STATEMENTS

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




                                      -9-
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Not applicable.



                                      -10-

<PAGE>
                           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:

        Current report on Form 8-K dated and filed March 26, 2002 pursuant to
        Item 7 and Item 9 disclosing the tax information letter distributed to
        all of the unitholders of record of Marine Petroleum Trust.



                                      -11-
<PAGE>


                                   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 13, 2002                              By: /s/ CINDY STOVER MILLER
                                              ---------------------------------
                                                     Cindy Stover Miller
                                                        Vice President


May 13, 2002                              By: /s/ R. RAY BELL
                                              ---------------------------------
                                                          R. Ray Bell
                                                 Principal Accounting Officer


                                      -12-


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
