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<SEC-DOCUMENT>0000950134-03-008481.txt : 20030521
<SEC-HEADER>0000950134-03-008481.hdr.sgml : 20030521
<ACCEPTANCE-DATETIME>20030521164507
ACCESSION NUMBER:		0000950134-03-008481
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030521

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:		03714817

	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>d05864e10vq.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 March 31, 2003

                                       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 by check mark whether the registrant is an accelerated
      filer (as defined in Rule 12b-2 of the Exchange Act).

                                 Yes | | No |X|.

  Indicate number of units of beneficial interest outstanding as of the latest
                               practicable date:
As of March 31, 2003, 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, 2003 and June 30, 2002 ..........................        2

Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended
     March 31, 2003 and 2002 ....................................................................        3

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2003 and 2002        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
                        MARCH 31, 2003 AND JUNE 30, 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 ASSETS

                                                                                    MARCH 31,    JUNE 30,
                                                                                      2003         2002
                                                                                   ----------   ----------
<S>                                                                                <C>          <C>
Current Assets:
    Cash and cash equivalents ..................................................   $  996,734   $  920,943
    Oil and gas royalties receivable ...........................................    1,367,068    1,026,141
    Receivable from affiliate ..................................................      111,452       54,709
    Federal income taxes refundable ............................................           --       15,930
    Interest receivable ........................................................       13,254        4,240
                                                                                   ----------   ----------
       Total current assets ....................................................   $2,488,508   $2,021,963
                                                                                   ----------   ----------

Investment in U.S. Treasury and agency bonds ...................................      718,853      725,793
Investment in affiliate ........................................................      442,160      348,028
Office equipment, at cost less accumulated depreciation ........................        2,400        2,400
Producing oil and gas properties ...............................................            7            7
                                                                                   ----------   ----------
                                                                                   $3,651,928   $3,098,191
                                                                                   ==========   ==========

                                      LIABILITIES AND TRUST EQUITY

Current Liability - accounts payable ...........................................   $  641,839           --
                                                                                   ----------   ----------

Trust Equity:
    Corpus - authorized 2,000,000 units of beneficial interest,
      issued 2,000,000 units at nominal value ..................................            8            8
    Undistributed income .......................................................    3,010,081    3,098,183
                                                                                   ----------   ----------
      Total trust equity .......................................................    3,010,089    3,098,191
                                                                                   ----------   ----------
                                                                                   $3,651,928   $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 NINE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   THREE MONTHS                 NINE MONTHS
                                            -------------------------    -------------------------
                                                2003           2002          2003          2002
                                            -----------   -----------    -----------   -----------
<S>                                         <C>           <C>            <C>           <C>
Income:
    Oil and gas royalties ...............   $ 1,139,533   $   937,518    $ 3,373,298   $ 3,323,260
    Equity in earnings of affiliate .....       209,013        69,144        331,030       189,519
    Interest income .....................         8,827         8,257         30,884        44,894
                                            -----------   -----------    -----------   -----------
                                              1,357,373     1,014,919      3,735,212     3,557,673
                                            -----------   -----------    -----------   -----------

General and administrative expenses .....        64,131        74,238        162,799       182,482
                                            -----------   -----------    -----------   -----------
    Income before Federal income taxes ..     1,293,242       940,681      3,572,413     3,375,191
Federal income taxes of subsidiary ......            --        (1,720)         7,000            --
                                            -----------   -----------    -----------   -----------
    Net income ..........................     1,293,242       942,401      3,565,413     3,375,191
                                            -----------   -----------    -----------   -----------
Undistributed income at beginning of year     3,028,644     2,573,147      3,098,183     3,855,683
                                            -----------   -----------    -----------   -----------
                                              4,321,886     3,515,548      6,663,596     7,230,874
Distributions to unitholders ............     1,311,805       972,378      3,653,515     4,687,704
                                            -----------   -----------    -----------   -----------
Undistributed income at end of year .....     3,010,081     2,543,170      3,010,081     2,543,170
                                            ===========   ===========    ===========   ===========

Net income per unit .....................   $      0.65   $      0.47    $      1.78   $      1.69
                                            ===========   ===========    ===========   ===========

Distributions per unit ..................   $      0.66   $      0.49    $      1.83   $      2.34
                                            ===========   ===========    ===========   ===========
</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, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   2003           2002
                                                               -----------    -----------
<S>                                                            <C>            <C>
Cash flows from operating activities:
    Net income .............................................   $ 3,565,413    $ 3,375,191

    Adjustments to reconcile net income to net cash provided
      by operating activities:
      Equity in undistributed earnings of affiliate ........       (94,132)        (9,253)
      Amortization of premium ..............................         6,940             --
      Change in assets and liabilities:
          Oil and gas royalties receivable .................      (340,927)       362,247
          Receivable from affiliate ........................       (56,743)       117,014
          Federal income taxes refundable ..................        15,930             --
          Interest receivable ..............................        (9,014)            --
          Accounts payable .................................       641,839             --
          Income taxes payable .............................            --        (10,000)
                                                               -----------    -----------
             Net cash provided by operating activities .....     3,729,306      3,835,199
                                                               -----------    -----------

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

Cash flows from financing activities--
      Distributions to unitholders .........................    (3,653,515)    (4,687,704)
                                                               -----------    -----------

      Net increase (decrease) in cash and cash equivalents .        75,791       (854,350)

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

Cash and cash equivalents at end of period .................   $   996,734    $ 1,660,889
                                                               ===========    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>
                      MARINE PETROLEUM TRUST AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (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 nine months ended March 31, 2003 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 March 31, 2003, undistributed income of the Trust and MPC
amounted to $2,006,300 and $1,003,781 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.

ACCOUNTS PAYABLE

      Marine has recorded an account payable of $641,839 to provide for return
of royalties overpaid in the current quarter. Income from oil and natural gas
royalties has been reduced by this amount for the current quarter and the nine
months ended March 31, 2003.

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 nine months ended March 31, 2003.
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 50% of its revenue from the sale of oil and 50% from
the sale of natural gas during the nine months ended March 31, 2003. 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 nine months ended March 31, 2003, increased
approximately 5% to $1.78 per unit as compared to $1.69 per unit for the
comparable nine months in 2002. Oil production for the nine months ended March
31, 2003, decreased approximately 20,000 barrels and natural gas production
decreased approximately 115,000 mcf as compared to the nine months ended March
31, 2002. For the nine months ended March 31, 2003, the average price received
for a barrel of oil increased $4.47, or 19%, as compared to the nine months
ended March 31, 2002. For the nine months ended March 31, 2003, the average
price received for a thousand cubic feet (mcf) of natural gas increased $1.37,
or 50%, as compared to the nine months ended March 31, 2002.

      Distributions to unitholders amounted to $1.83 per unit for the nine
months ended March 31, 2003, a decrease of 22% from the distribution for the
nine months ended March 31, 2002.

      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 15 drilling and workover operations were conducted successfully during the
nine months ended March 31, 2003, on leases in which the Trust has an interest.
There were 37 successful drilling and workover operations reported during the
nine month period ended March 31, 2002. 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>
      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, 2003 .....         20,659        160,606            .58            .63
      March 31, 2003 ........         12,379        117,767            .65            .66
</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 MARCH 31, 2003 AND 2002

      Net income increased 37% to approximately $1,293,000 for the three months
ended March 31, 2003, from approximately $942,000 realized for the comparable
three months in 2002.

      Revenue from oil royalties, excluding the Trust's equity interest in
Tidelands, for the three months ended March 31, 2003, decreased 25% to
approximately $452,000, from approximately $605,000 realized for the comparable
three months in 2002. As shown in the table below, the 53% decrease in
production quantities was not offset by the 58% increase in the average price,
resulting in a decrease in royalties from oil for the three months ended
March 31, 2003.

      Revenue from natural gas royalties, excluding the Trust's equity interest
in Tidelands, increased 105% to approximately $682,000 for the three months
ended March 31, 2003, from approximately $332,000 for the comparable three
months in 2002. As shown in the table below, decreases in production and an
increase in the price for natural gas for the three months ended March 31, 2003
resulted in increased royalties from natural gas for the quarter.

      Income from the Trust's equity in Tidelands increased approximately 200%
for the three months ended March 31, 2003, as compared to the three months ended
March 31, 2002.

      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 March 31, 2003, and those realized in the comparable three months in 2002,
excluding the Trust's equity interest in Tidelands:

<TABLE>
<CAPTION>
                                            2003            2002
                                          --------        --------
<S>                                       <C>             <C>
      OIL
          Barrels sold ...........          12,379          26,159
          Average price ..........        $  36.49        $  23.14

      NATURAL GAS
          Mcf sold ...............         117,767         160,506
          Average price ..........        $   5.79        $   2.07
</TABLE>

RESULTS OF OPERATIONS--NINE MONTHS ENDED MARCH 31, 2003 AND 2002

      Net income increased 6% to approximately $3,565,000 for the nine months
ended March 31, 2003, from approximately $3,375,000 realized for the comparable
nine months in 2002. The quantity of oil and natural gas produced decreased
during the nine months ended March 31, 2003 as compared to the nine months ended
March 31, 2002. The average prices realized for oil and natural gas increased
for the nine months ended March 31, 2003 as compared to the nine months ended
March 31, 2002.

      Revenue from oil royalties (excluding the Trust's equity interest in
Tidelands) decreased 10% to approximately $1,698,000 for the nine months ended
March 31, 2003, from approximately $1,889,000 realized for the comparable nine
months in 2002. As shown in the table below, the decrease in production
quantities was not offset by the 19% increase in the average price, resulting in
decreased royalties from oil for the nine months ended March 31, 2003.

      Revenue from natural gas royalties, excluding the Trust's equity interest
in Tidelands, increased 17% to approximately $1,675,000 for the nine months
ended March 31, 2003, from approximately $1,435,000 for the comparable nine
months in 2002. As shown in the table below, the decrease in production was
completely offset by the 50% increase in price for natural gas for the nine
months ended March 31, 2003, resulting in increased 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 nine months ended
March 31, 2003.


                                       8
<PAGE>
      Income from the Trust's equity in Tidelands increased approximately 75%
for the nine months ended March 31, 2003 from the comparable period in 2002.

      The following table presents quantities of oil and natural gas sold and
the average prices realized from current operations for the nine months ended
March 31, 2003, and those realized in the comparable nine months in 2002,
excluding the Trust's equity interest in Tidelands:

<TABLE>
<CAPTION>
                                            2003            2002
                                          --------        --------
<S>                                       <C>             <C>
      OIL
          Barrels sold ...........          61,242          81,221
          Average price ..........        $  27.72        $  23.25

      NATURAL GAS
          Mcf sold ...............         407,625         522,865
          Average price ..........        $   4.11        $   2.74
</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.


                                       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


May 21, 2003                                  By: /s/ RON E. HOOPER
                                                 -------------------------------
                                                       Ron E. Hooper
                                                   Senior Vice President


May 21, 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:  May 21, 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:  May 21, 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


<PAGE>
                                 Exhibit Index

            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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d05864exv99w1.txt
<DESCRIPTION>CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350, and accompanies the quarterly report on Form
10Q (the "Form 10-Q") for the quarter ended March 31, 2003 of Marine Petroleum
Trust (the "Issuer").

I, R. Ray Bell, Principal Accounting Officer of the Issuer, certify that to my
knowledge:

     (1) the Form 10-Q fully complies with the requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934; and

     (2) the information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of the
Issuer at the dates and for the periods indicated.


/s/ R. RAY BELL
- ---------------------------------
R. Ray Bell
Principal Accounting Officer

Dated: May 21, 2003

A signed original of this written statement required by Section 906 has been
provided to Marine Petroleum Trust and will be retained by Marine Petroleum
Trust and furnished to the Securities and Exchange Commission or its staff upon
request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>d05864exv99w2.txt
<DESCRIPTION>CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350, and accompanies the quarterly report on Form
10-Q (the "Form 10-Q") for the quarter ended March 31, 2003 of Marine Petroleum
Trust (the "Issuer").

I, Ron E. Hooper, Senior Vice President Royalty Management, on behalf of Bank of
America Private Bank, not in its individual capacity but solely as trustee of
the Issuer, certify that to my knowledge:

         (1) the Form 10-Q fully complies with the requirements of Section 13(a)
or 15(d), as applicable, of the Securities Exchange Act of 1934; and

         (2) the information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of the
Issuer at the dates and for the periods indicated.


/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

Dated: May 21, 2003


A signed original of this written statement required by Section 906 has been
provided to Marine Petroleum Trust and will be retained by Marine Petroleum
Trust and furnished to the Securities and Exchange Commission or its staff upon
request.




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