<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d03138e10vq.txt
<DESCRIPTION>FORM 10-Q
<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 December 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                        (I.R.S. Employer
    of incorporation or organization)                     Identification No.)

         BANK OF AMERICA, N.A.                                 75283-0650
    P.O. BOX 830650, 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 December 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 December 31, 2002 and June 30, 2002 ..........................    2

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

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
  December 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

ITEM 4. CONTROLS AND PROCEDURES ....................................................................   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
                       DECEMBER 31, 2002 AND JUNE 30, 2002
                                   (UNAUDITED)



<Table>
<Caption>
                                                                    DECEMBER 31,     JUNE 30,
                                                                        2002           2002
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
                                             ASSETS
Current Assets:
  Cash and cash equivalents .....................................   $    709,475   $    920,943
  Oil and gas royalties receivable ..............................      1,190,225      1,026,141
  Receivable from affiliate .....................................         65,009         54,709
  Federal income taxes refundable ...............................             --         15,930
  Interest receivable ...........................................          4,654          4,240
                                                                    ------------   ------------
    Total current assets ........................................   $  1,969,363   $  2,021,963
                                                                    ------------   ------------

Investment in U.S. Treasury and agency bonds ....................        721,521        725,793
Investment in affiliate .........................................        335,361        348,028
Office equipment, at cost less accumulated depreciation .........          2,400          2,400
Producing oil and gas properties ................................              7              7
                                                                    ------------   ------------
                                                                    $  3,028,652   $  3,098,191
                                                                    ============   ============


                                          TRUST EQUITY

Trust Equity:
  Corpus - authorized 2,000,000 units of beneficial interest,
    issued 2,000,000 units at nominal value .....................   $          8   $          8
  Undistributed income ..........................................      3,028,644      3,098,183
                                                                    ------------   ------------
    Total trust equity ..........................................   $  3,028,652   $  3,098,191
                                                                    ============   ============
</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 SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                   (UNAUDITED)




<Table>
<Caption>
                                                        THREE MONTHS                    SIX MONTHS
                                                ---------------------------    ---------------------------
                                                    2002           2001           2002            2001
                                                ------------   ------------    ------------   ------------
<S>                                             <C>            <C>             <C>            <C>
Income:
  Oil and gas royalties .....................   $  1,182,355   $    991,952    $  2,233,765   $  2,385,742
  Equity in earnings of affiliate ...........         34,217         42,896         122,017        120,375
  Interest income ...........................         11,094         13,113          22,057         36,637
                                                ------------   ------------    ------------   ------------
                                                   1,227,666      1,047,961       2,377,839      2,542,754
                                                ------------   ------------    ------------   ------------

General and administrative expenses .........         61,658         64,233          98,668        108,244
                                                ------------   ------------    ------------   ------------
  Income before Federal income taxes ........      1,166,008        983,728       2,279,171      2,434,510
Federal income taxes of subsidiary ..........             --           (710)          7,000          1,720
                                                ------------   ------------    ------------   ------------
  Net income ................................      1,166,008        984,438       2,272,171      2,432,790
                                                ------------   ------------    ------------   ------------
Undistributed income at beginning of year ...      3,120,982      3,035,821       3,098,183      3,855,683
                                                ------------   ------------    ------------   ------------
                                                   4,286,990      4,020,259       5,370,354      6,288,473
Distributions to unitholders ................      1,258,346      1,447,112       2,341,710      3,715,326
                                                ------------   ------------    ------------   ------------
Undistributed income at end of year .........      3,028,644      2,573,147       3,028,644      2,573,147
                                                ============   ============    ============   ============

Net income per unit .........................   $        .58   $        .49    $       1.14   $       1.22
                                                ============   ============    ============   ============

Distributions per unit ......................   $        .63   $        .72    $       1.17   $       1.86
                                                ============   ============    ============   ============
</Table>


     See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>


                      MARINE PETROLEUM TRUST AND SUBSIDIARY

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




<Table>
<Caption>
                                                                                  2002            2001
                                                                              ------------    ------------

<S>                                                                           <C>             <C>
Cash flows from operating activities:
  Net income ..............................................................   $  2,272,171    $  2,432,790

  Adjustments to reconcile net income to net cash provided by operating
    activities:
    Equity in undistributed (earnings) loss of affiliate ..................         12,667          22,139
    Amortization of discount ..............................................          4,272              --
    Change in assets and liabilities:
      Oil and gas royalties receivable ....................................       (164,084)        337,281
      Receivable from affiliate ...........................................        (10,300)        107,739
      Federal income taxes refundable .....................................         15,930              --
      Interest receivable .................................................           (414)             --
      Income taxes payable ................................................             --          (8,280)
                                                                              ------------    ------------
        Net cash provided by operating activities .........................      2,130,242       2,891,669
                                                                              ------------    ------------

Cash flows from investing activities--
    Purchase of office equipment ..........................................             --          (1,845)

Cash flows from financing activities--
    Distributions to unitholders ..........................................     (2,341,710)     (3,715,326)
                                                                              ------------    ------------

Net decrease in cash and cash equivalents .................................       (211,468)       (825,502)

Cash and cash equivalents at beginning of period ..........................        920,943       2,515,239
                                                                              ------------    ------------

Cash and cash equivalents at end of period ................................   $    709,475    $  1,689,737
                                                                              ============    ============
</Table>



     See accompanying notes to condensed consolidated financial statements.





                                       4
<PAGE>


                      MARINE PETROLEUM TRUST AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 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, 2002. 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 months and six months ended December 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2003.

         As an overriding royalty owner, actual production results are not known
to us until reported by the operator, which could be a period of 60-90 days
later than the actual month of production. To comply with accounting principles
generally accepted in the United States of America, we must estimate earned but
unpaid royalties from this production. To estimate this amount, we utilize
historical information based on the latest production reports from the
individual leases and current average prices as reported for the period under
report.

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 December 31, 2002, undistributed income of the
Trust and MPC amounted to $2,029,619 and $999,025 respectively.




                                       5
<PAGE>


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 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 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.

         Due to the limited purpose of the Trust 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 administration expenses, 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.

CRITICAL ACCOUNTING POLICIES

         As an overriding royalty owner, actual production results are not known
to us until reported by the operator, which could be a period of 60-90 days
later than the actual month of production. To comply with accounting principles
generally accepted in the United States of America, we must estimate earned but
unpaid royalties from this production. To estimate this amount, we utilize
historical information based on the latest production reports from the
individual leases and current average prices as reported for the period under
report.

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

GENERAL

         The Trust realized 56% of its revenue from the sale of oil and 44% from
the sale of natural gas during the six months ended December 31, 2002. Revenue
includes estimated royalties of oil and natural gas produced but not paid.




                                       6
<PAGE>

         Distributions fluctuate from quarter to quarter due to changes in oil
and natural gas prices and production quantities. Net income is determined by
the revenue from oil and natural gas produced and sold during the accounting
period. Distributions, however, are determined by the cash available to the
Trust on the determination date.

SUMMARY REVIEW OF OPERATING RESULTS

         Net income for the six months ended December 31, 2002, declined
approximately 7% to $1.14 per unit as compared to $1.22 per unit for the
comparable six months in 2001. Oil production for the six months ended December
31, 2002, decreased approximately 6,300 barrels and natural gas production
decreased approximately 72,000 mcf as compared to the six months ended December
31, 2001. For the six months ended December 31, 2002, the average price received
for a barrel of oil increased $2.24, or 10%, as compared to the six months ended
December 31, 2001. For the six months ended December 31, 2002, the average price
received for a thousand cubic feet (mcf) of natural gas increased $0.39, or 13%,
as compared to the six months ended December 31, 2001.

         Distributions to unitholders amounted to $1.17 per unit for the six
months ended December 31, 2002, a decrease of 37% from the distribution for the
six months ended December 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 Trust must rely on public records for information regarding
drilling operations. The public records available up to the date of this report
indicate that nine drilling and workover operations were conducted successfully
during the six months ended December 31, 2002, on leases in which the Trust has
an interest. There were eighteen drilling and workover operations reported
during the six month period ended December 31, 2001. The Trust receives royalty
payments on the sale of oil and natural 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>
December 31, 2001 .......         25,314        150,434            .49            .72
March 31, 2002 ..........         26,159        160,506            .47            .49
June 30, 2002 ...........         32,203        226,906            .74            .46
September 30, 2002 ......         28,136        129,252            .55            .54
December 31, 2002 .......         20,659        160,606            .58            .63
</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
enough revenues to allow distributions to be made to unitholders for the
foreseeable future, although no assurance can be made regarding the amount of
any future distributions. The foregoing sentence is a forward-looking statement.
For more information, see "Forward Looking Statements" on page 9. Actual results
may differ from expected results because of reductions in the price or demand
for oil and natural gas, which might then lead to decreased production;
reductions in production due to the depletion of existing wells or disruptions
in service, which may be caused by storm damage to production facilities,
blowouts or other production accidents, or geological changes such as cratering
of productive formations; and the expiration or release of leases subject to the
Trust's interests.

         Important aspects of the Trust's operations are conducted by third
parties. Oil and natural gas companies that lease tracts subject to the Trust's
interests are responsible for the production and sale of oil and natural gas and






                                       7
<PAGE>

the calculation of royalty payments to the Trust. 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 DECEMBER 31, 2002 AND 2001

         Net income increased 18% to approximately $1,166,000 for the three
months ended December 31, 2002, from approximately $984,000 realized for the
comparable three months in 2001.

         Revenue from oil royalties, excluding the Trust's equity interest in
Tidelands, for the three months ended December 31, 2002, increased 5% to
approximately $554,000, from approximately $526,000 realized for the comparable
three months in 2001. As shown in the table below, the 18% decrease in
production quantities was offset by a 29% increase in the average price,
resulting in an increase in royalties from oil for the three months ended
December 31, 2002.

         Revenue from natural gas royalties, excluding the Trust's equity
interest in Tidelands, increased 36% to approximately $635,000 for the three
months ended December 31, 2002, from approximately $466,000 for the comparable
three months in 2001. As shown in the table below, increases in production and
in the price for natural gas for the three months ended December 31, 2002
resulted in increased royalties for the quarter. Storms in the Gulf of Mexico
from late September until mid-October of 2002 interrupted oil and natural gas
production during the three months ended December 31, 2002.

         Income from the Trust's equity in Tidelands decreased approximately 20%
for the three months ended December 31, 2002, as compared to the three months
ended December 31, 2001. This decrease was due to a 23% decrease in royalty
revenues plus increased legal fees incurred in obtaining title to an interest in
a new lease.

         The following table presents the quantities of oil and natural gas sold
and the average prices realized from current operations for the three months
ended December 31, 2002, and those realized in the comparable three months in
2001, excluding the Trust's equity interest in Tidelands:


<Table>
<Caption>
                                                    2002           2001
                                                ------------   ------------
<S>                                             <C>            <C>
OIL
  Barrels sold ..............................         20,659         25,314
  Average price .............................   $      26.80   $      20.78

NATURAL GAS
  Mcf sold ..................................        160,606        150,434
  Average price .............................   $       3.95   $       3.10
</Table>


RESULTS OF OPERATIONS--SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001

         Net income decreased 7% to approximately $2,272,000 for the six months
ended December 31, 2002, from approximately $2,433,000 realized for the
comparable three months in 2001. The quantity of oil and natural gas produced
decreased during the six months ended December 31, 2002 as compared to the six
months ended December 31, 2001. The average prices realized for oil and natural
gas increased for the six months ended December 31, 2002 as compared to the six
months ended December 31, 2001.

         Revenue from oil royalties (excluding the Trust's equity interest in
Tidelands) decreased 3% to approximately $1,246,000 for the six months ended
December 31, 2002, from approximately $1,283,000 realized for the comparable six
months in 2001. As shown in the table below, the decrease in production
quantities was not completely offset by the 10% increase in the average price,
resulting in reduced royalties from oil for the six months ended December 31,
2002.

         Revenue from natural gas royalties, excluding the Trust's equity
interest in Tidelands, decreased 10% to approximately $993,000 for the six
months ended December 31, 2002, from approximately $1,102,000 for the comparable
six months in 2001. As shown in the table below, the decrease in production was
not completely offset by the 13% increase in price for natural gas for the six
months ended December 31, 2002, resulting in reduced






                                       8
<PAGE>

royalties for the period. Storms in the Gulf of Mexico from late September until
mid-October of 2002 interrupted oil and natural gas production during the six
months ended December 31, 2002.

         Income from the Trust's equity in Tidelands increased approximately 1%
for the six months ended December 31, 2002 from the comparable period in 2001.
Tidelands' revenue from oil and natural gas royalties increased 5% for the six
months ended December 31, 2002 from the comparable period in 2001. However,
increased legal fees incurred in obtaining title to an interest in a new lease
partially offset the increase in oil and natural gas royalties and resulted in
the 1% increase in equity income.

         The following table presents quantities of oil and natural gas sold and
the average prices realized from current operations for the six months ended
December 31, 2002, and those realized in the comparable six months in 2001,
excluding the Trust's equity interest in Tidelands:



<Table>
<Caption>
                                                     2002           2001
                                                ------------   ------------
<S>                                             <C>            <C>
OIL
  Barrels sold ..............................         48,795         55,062
  Average price .............................   $      25.54   $      23.30

NATURAL GAS
  Mcf sold ..................................        289,858        362,359
  Average price .............................   $       3.43   $       3.04
</Table>


FORWARD-LOOKING STATEMENTS

         The statements discussed in this quarterly report on Form 10-Q
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.

         Extraordinary weather conditions in the Gulf of Mexico interrupted
production and affected all offshore Gulf leases from late September until
mid-October, which may decrease the Trust's cash flow for the first quarter of
2003. The Trust is unable to predict the effect this extraordinary weather may
have on production or on the Trust's cash flow.



                                       9
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4. CONTROLS AND PROCEDURES.

         (a) Evaluation of Disclosure Controls and Procedures. The term
"disclosure controls and procedures" is defined in Rule 13a-14(c) of the
Securities and Exchange Act of 1934, or the Exchange Act. This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Exchange Act is recorded, processed, summarized and reported within
required time periods. Our Principal Accounting Officer and our Trustee have
evaluated the effectiveness of our disclosure controls and procedures as of a
date within 90 days before the filing of this quarterly report, and they have
concluded that as of that date, our disclosure controls and procedures were
effective at ensuring that required information will be disclosed on a timely
basis in our reports filed under the Exchange Act.

         (b) Changes in Internal Controls. We maintain a system of internal
controls that are designed to provide reasonable assurance that our books and
records accurately reflect our transactions and that our established policies
and procedures are followed. There were no significant changes to our internal
controls or in other factors that could significantly affect our internal
controls subsequent to the date of their evaluation by our Principal Accounting
Officer and our Trustee, including any corrective actions with regard to
significant deficiencies and material weaknesses.




                                       10
<PAGE>



                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      The following exhibits are included herein:

                  99.1 Certification of the Principal Accounting Officer
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                  99.2 Certification of the Corporate Trustee pursuant to
                  Section 906 of the Sarbanes-Oxley of Act of 2002.

         (b)      Current Reports on Form 8-K:

                  None.





                                       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


February 13, 2003                  By:  /s/ RON E. HOOPER
                                       ----------------------------------------
                                                    Ron E. Hooper
                                               Senior Vice President


February 13, 2003                  By:  /s/ R. RAY BELL
                                       ----------------------------------------
                                                     R. Ray Bell
                                            Principal Accounting Officer







                                       12
<PAGE>



                                 CERTIFICATIONS

I, R. Ray Bell, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Marine Petroleum
         Trust;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's Trustee and I are responsible for establishing and
         maintaining disclosure controls and procedures (as defined in Exchange
         Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's Trustee and I have disclosed, based on our most recent
         evaluation, to the registrant's auditors:

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weakness in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's Trustee and I have indicated in this quarterly report
         whether or not there were significant changes in internal controls or
         in other factors that could significantly affect internal controls
         subsequent to the date of our most recent evaluation, including any
         corrective actions with regard to significant deficiencies and material
         weaknesses.

In giving the certifications in paragraphs 4, 5 and 6 above, I have relied to
the extent I consider reasonable on information provided to me by various
working interest owners.

Date:  February 13, 2003                    /s/ R. RAY BELL
                                            ---------------------------------
                                            R. Ray Bell
                                            Principal Accounting Officer



                                       13
<PAGE>



                                 CERTIFICATIONS

I, Ron E. Hooper, certify that

1.       I have reviewed this quarterly report on Form 10-Q of Marine Petroleum
         Trust for which Bank of America, N.A. acts as Trustee;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors:

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weakness in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

In giving the certifications in paragraphs 4, 5 and 6 above, I have relied to
the extent I consider reasonable on information provided to me by various
working interest owners.

Date:  February 13, 2003        /s/ RON E. HOOPER
                                ----------------------------------
                                Ron E. Hooper
                                Senior Vice President Royalty Management on
                                behalf of Bank of America Private Bank, not in
                                its individual capacity but solely as the
                                trustee of Marine Petroleum Trust





                                       14
<PAGE>


MARINE PETROLEUM TRUST
C/O BANK OF AMERICA, N.A.
P.O. BOX 830650
DALLAS, TEXAS 75283-0650






                                       15
<PAGE>

                                INDEX TO EXHIBITS


<Table>
<Caption>
        EXHIBIT
        NUMBER                          DESCRIPTION
        -------                         -----------

<S>               <C>
         99.1     Certification of the Principal Accounting Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

         99.2     Certification of the Corporate Trustee pursuant to Section 906
                  of the Sarbanes-Oxley of Act of 2002.
</Table>



</TEXT>
</DOCUMENT>
