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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 COMMISSION FILE NUMBER: 0-10810 KIEWIT ROYALTY TRUST (Exact name of registrant as specified in its charter)
 Nebraska
(State of Incorporation)
    
    47-6131402
(I.R.S. Employer Identification Number)
 Trust Division
U.S Bank National Association
1700 Farnam Street
Omaha, Nebraska 68102
(Address of principal executive offices) Registrants telephone number, including area code: (402) 348-6000 Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act: Title of each class   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 o. Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes o No x. There currently is no market for the Units of Beneficial Interest. As a
result, the aggregate market value of the Units of Beneficial Interest is not
available. As of March 25, 2004, there were 12,633,432 Units of Beneficial Interest held
by non-affiliates of the registrant outstanding.




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TABLE OF CONTENTS PagePART IItem 1.
    
    Business
    
    
    1a.       General Development of Business
    
    
    1b.       Financial Information about Segments
    
    
    1c.       Narrative Description of Business
    
    
    1d.       Financial Information about Geographic Areas
    
    
    2e.       Available Information
    
    
    2Item 2.
    
    Properties
    
    
    2a.       Producing Leases
    
    
    3b.       Non-Producing Leases
    
    
        4Item 3.
    
    Legal Proceedings
    
    
    5Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
        5PART IIItem 5.
    
    Market for Registrants Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
        5a. Market Information
    
    
        5b. Holders
    
    
        5c. Dividends
    
    
        5d. Recent Sales of Securities
    
    
        6e. Issuer Purchases of Equity Securities
    
    
        6Item 6.
    
    Selected Financial Data
    
    
        7Item 7.
    
    Trustees Discussion and Analysis of Financial Condition
and Results of Operations
    
    
        7a. Decker Mine
    
    
        7b. Black Butte Mine
    
    
        7c. Spring Creek Mine
    
    
        8d. Big Horn Mine
    
    
        8
 i




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Pagee. Trust Expenses
    
    
        8f. Trust Reserve
    
    
        8g. Off-Balance Sheet Arrangements
    
    
        8h. Contractual Obligations
    
    
        8i. Critical Accounting Policies and Estimates
    
    
        9Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
        10Item 8.
    
    Financial Statements and Supplementary Data
    
    
        10a. Financial Statements
    
    
        10b. Supplementary Data
    
    
        17Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
        17Item 9A.
    
    Controls and Procedures
    
    
        17PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
        18Item 11.
    
    Executive Compensation
    
    
        18Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
        18a. Security Ownership of Certain Beneficial Owners
    
    
        18b. Security Ownership of Management
    
    
        18c. Changes in Control
    
    
        18d. Securities Authorized for
Issuance under Equity Compensation Plans
    
    
        18Item 13.
    
    Certain Relationships and Related Transactions
    
    
        19a. Transactions with Management and Others
    
    
        19b. Certain Business Relationships
    
    
        19c. Indebtedness of Management
    
    
        19d. Transactions with Promoters
    
    
        19Item 14.
    
    Principal Accountant Fees and Services
    
    
        19PART IVItem 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
        20
 ii




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Pagea. Documents Filed as Part of This Report
    
    
        20b. Reports on Form 8-K
    
    
        20Signatures
    
    
        21
 iii




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PART I Item 1. BUSINESS. a. General Development of Business.Kiewit Royalty Trust (the Trust)
is a trust organized under the laws of the State of Nebraska. The Trust was
created under a Trust Indenture dated May 17, 1982, which subsequently was
amended on June 9, 1982, June 23, 1982, and by a court order dated September
23, 1994. A copy of the Trust Indenture is filed as an exhibit to this Form
10-K. A copy of the Order of the County Court of Douglas County, Nebraska,
dated September 23, 1994, amending the Trust Indenture is also filed as an
exhibit to this Form 10-K. The Trust was created by Level 3 Communications, Inc., a Delaware
corporation, formerly Peter Kiewit Sons, Inc. (hereinafter referred to as
Level 3). The Trust was organized to provide an efficient, orderly and
practical means for the administration of income received from certain royalty
and overriding royalty interests1 in certain coal leases. The royalty and
overriding royalty interests that the Trust owns were conveyed to the Trust by
Level 3 effective June 28, 1982, pursuant to conveyance documents that gave the
Trust legal title to the property interests conveyed. Ownership interests in
the Trust are represented by 12,633,432 units of beneficial interest
(hereinafter referred to as Units). On June 23, 1982, the Units were
distributed pro rata to holders of record on June 10, 1982 of Level 3s Class B
and Class C common stock. Such shareholders were citizens of the United States
of America. The Trust has no active plan of business operation and is a purely
ministerial trust. The Trust Indenture currently provides that all available
income, after paying or making provisions for liabilities and obligations, is
to be distributed to holders of Units (hereinafter referred to as Unit
Holders) during the months of January, April, July, and October of each year.
The trustee of the Trust is U.S. Bank National Association, Omaha, Nebraska,
which is a wholly-owned subsidiary of U.S. Bancorp, a registered bank holding
company. b. Financial Information about Segments.The Trust receives its income
from royalty and overriding royalty interests in certain coal leases. The
Trust does not operate in any other industry segment. c. Narrative Description of Business.The Trust owns three (3) royalty
interests and sixteen (16) overriding royalty interests relating to leases in
four (4) coal mining areas in Montana and Wyoming. The royalty and overriding
royalty interests transferred to the Trust previously had been owned by various
wholly-owned Level 3 subsidiaries, and by Montana Royalty Company, Ltd., a
partnership among three wholly-owned Level 3 subsidiaries and Resource
Development Co., Inc., a Washington state corporation. The Trust is administered by officers and employees of the Trustee, but
there are no specific persons employed by the Trustee having the full-time duty
of administering the Trust. Under the Trust Indenture, the basic function of
the Trustee is to collect income from the Trusts properties, to pay out of the
Trusts income and assets all expenses, charges, and obligations, and to pay
remaining cash to Unit Holders on a quarterly basis. The Trustee also is
obligated to make annual financial reports to Unit Holders, to file all
fiduciary income tax returns, and to prepare, execute, and deliver certificates
of beneficial interest to the Unit Holders. The Trustee is obligated, subject
to the terms of the Trust Indenture, to use its best judgment in good faith in
all matters relating to the Trust and Trust properties. The Trustee is authorized and required to use the money it receives to pay
all liabilities of the Trust,   1




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including but not limited to all services of the Trustee, and the
compensation of geologists, engineers, accountants, attorneys, or professional
experts that the Trustee may, in its discretion, employ in the administration
of the Trust. With respect to any liability that is contingent or uncertain in
amount or that otherwise is not currently due, the Trustee has the discretion
to establish cash reserves for the payment thereof. All available net income of the Trust will be distributed pro rata on a
quarterly basis to Unit Holders. During any period between distributions to
Unit Holders, the Trustee may invest any cash being held as a reserve for
liabilities or for distribution in (i) time deposits of the bank of the
Trustee; (ii) any open-end management type investment company or investment
trust registered pursuant to the Investment Company Act of 1940 (provided that
such investment matures on or before the next succeeding distribution date and
is held until maturity); or (iii) trust-quality fixed net asset money market
funds that have total assets of $100,000,000 or more and consist solely of
direct obligations of the U.S. Government and/or next-business day repurchase
agreements fully collateralized by direct obligations of the U.S. Government. The Trust Indenture grants to the Trustee only such rights and powers as
are necessary to achieve the purposes of the Trust. The Trust Indenture
prohibits the Trustee from entering into or engaging in any business or
commercial activity of any kind or from using any portion of the assets of the
Trust to acquire any coal lease, royalty, or mineral interest. The Trustee may
sell Trust properties only as authorized by a vote of a majority-in-interest of
Unit Holders, except that the Trustee may sell Trust properties upon the
termination of the Trust without a vote of Unit Holders. Any sale of Trust
properties must be for cash, and the Trustee is obligated to distribute the
available net proceeds of any such sale pro rata to Unit Holders. The Trust is irrevocable, but it may be terminated by (i) three successive
fiscal years in which net revenue is less than $1,000,000 per year; (ii) a vote
in favor of termination by a majority-in-interest of Unit Holders; or (iii)
operation of the provisions of the Trust Indenture intended to permit the Trust
to comply with the rule against perpetuities. Upon the termination of the
Trust, the Trustee will continue to act in such capacity until all assets of
the Trust are distributed. The Trustee will sell all Trust properties for cash
in one or more sales and, after satisfying all expenses, claims and liabilities
and establishing adequate reserves, if necessary, for the payment of contingent
liabilities, will distribute the remaining proceeds of such sales according to
the respective interests and rights of Unit Holders. d. Financial Information about Geographic Areas.During 2003, the Trust
received gross royalty income of $3,345,718. The royalty income was received
from sources exclusively located in the United States. e. Available Information.The Trust does not have an Internet website.
However, the Trust electronically files annual, quarterly and current reports
with the SEC. The SEC maintains a web site at www.sec.govthat contains the
Trusts SEC filings. The Trust will provide any Unit Holder with a paper copy
of the Trusts SEC filings free of charge upon request. Item 2. PROPERTIES. The Trusts properties consist of royalty and overriding royalty interests
in nineteen (19) coal leases in four (4) mining areas located in Montana and
Wyoming. All of these royalty and overriding royalty interests were
transferred to the Trust, as described in Item 1 above, by Level 3 and are
subject to the provisions of the coal lease agreements under which they were
created. The royalty and overriding royalty interests transferred to the Trust
provide for the payment of either a specified amount per ton of coal produced,
or a fixed percentage of the value or price with respect to the coal produced
under the leases relating to these interests. The terms of these royalty and
overriding royalty interests vary considerably, as does the acreage covered by
the underlying coal leases, the total Tons Under Lease on such leases, and
the Current Economic Tons under such leases. 2




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The term Tons Under Lease shall mean the estimated total tons of coal
within a legal description of property as evidenced by a lease to develop
between the Trust and lessee (that is, a producer). The Term Current Economic
Tons shall mean the estimated total tons of coal under lease, and appropriate
grant of permit within a specific legal description of property in which a
profit can be made under the current economic conditions by a producer. The
economic conditions are based upon cost of production and the sales price of
coal. The remaining
    periods of the underlying coal leases as of December 31, 2003, including
    optional renewal periods, are such that, given the productive capacity of
    the mines that are the subjects of the leases, the total Tons Under
    Lease could be extracted. However, as reflected by the Current
    Economic Tons recoverable under each lease, it does not appear likely
    that the total Tons Under Lease will in fact be extracted. Also,
    the total Tons Under Lease can be further reduced by the refusal
    of a state and/or federal authority to grant a permit to mine portions of
    the coal reserves within a specific property. The inability to extract the
    total Tons Under Lease or the inability to sell any portion of
    the coal extracted could adversely affect the royalties payable to the Trust. The following
    chart sets forth the actual total amount of coal production from the leases
    in which the Trust has royalty or overriding royalty interests for the four
    (4) mines to which the coal leases pertain: Tons of Coal Produced 2003
    
    2002
    
    2001
    
    2000
    
    1999Decker Mine
    
    
    5,664,008
    
    
    
    7,184,287
    
    
    
    7,038,734
    
    
    
    9,932,166
    
    
    
    10,878,069Black Butte Mine
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    3,367,585
    
    
    
    2,928,393Big Horn Mine
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    20,980
    
    
    
    76,401Spring Creek Mine
    
    
    6,613,867
    
    
    
    8,509,650
    
    
    
    9,664,969
    
    
    
    11,302,150
    
    
    
    10,995,516Total
    
    
    12,277,875
    
    
    
    15,693,937
    
    
    
    16,703,703
    
    
    
    24,622,881
    
    
    
    24,878,379
 Set forth below is a summary by mine area of pertinent information as of
December 31, 2003 about each of the producing leases in which the Trust has
either royalty or overriding royalty interests. a. Producing Leases. i. DECKER
    MINE. Decker Coal Company (Decker) operates this mine, which is
    located in Big Horn County, Montana, approximately 20 miles north of Sheridan,
    Wyoming. Decker is a joint venture between KCP Inc.2 (a wholly-owned
    subsidiary of Level 3 Communications, Inc.) and Western Minerals, Inc. (a
    wholly-owned subsidiary of NERCO, Inc.). Each company owns a fifty percent
    (50%) interest in the joint venture. The Decker Mine in its entirety includes
    approximately 23,371 acres and has an annual productive capacity of 12,000,000
    tons. The Trust
    owns overriding royalty interests in five (5) productive
    leases at the Decker Mine. The terms of the Trusts overriding royalty
    interests and the Tons Under Lease and Current Economic
    Tons of each lease are set forth in the table below, of which the accompanying
    notes are an integral part:   2
 3




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Terms of Overriding
        
        
        
        Current EconomicLease
        
        Lessor
        
        Royalties
        
        Tons Under Lease
        
        TonsM-073093
        
        United States
        
        5 cents per ton3
        
        84,594,000
        
        394,000M-061685
        
        United States
        
        10 cents per ton3
        
        45,802,000
        
        16,800,000M-057934
        
        United States
        
        10 cents per ton3
        
        7,927,000
        
        6,571,000C-1085-93
        
        Montana
        
        10 cents per ton3
        
        2,446,000
        
        1,422,000C-1087-95
        
        Montana
        
        5 cents per ton3
        
        7,420,000
        
        7,420,000TOTAL:
        
        148,189,000
        
        25,187,000
 ii. BLACK BUTTE MINE. Black Butte Coal Company (Black Butte) operates
this mine in Sweetwater County, Wyoming, approximately 35 miles east of Rock
Springs, Wyoming. Black Butte is a joint venture between KCP Inc. and Bitter
Creek Coal Company (a wholly-owned subsidiary of Union Pacific Resources Group
Inc.). It is foreseen that the Trust will receive no further payments deriving
from coal production from the Black Butte Mine. iii. BIG HORN MINE. Big Horn Coal Company (Big Horn) has operated this
mine, which is located approximately 5 miles north of Sheridan, Wyoming, in
Sheridan County. Big Horn is a wholly-owned subsidiary of KCP Inc. The Big
Horn Mine has reached the end of its production cycle and it is foreseen that
the Trust will receive no further payments deriving from coal production of the
Big Horn Mine. iv. SPRING CREEK MINE. Spring Creek Coal Company (Spring Creek)
operates this mine, which is located in Big Horn County, Montana, approximately
25 miles north of Sheridan, Wyoming. Spring Creek is a subsidiary of NERCO,
Inc. The Spring Creek Mine in its entirety includes approximately 2,560 acres
and has an annual productive capacity of 12,000,000 tons. The Trust owns an overriding royalty interest in one productive lease at
the Spring Creek Mine. The terms of the overriding royalty interest and the
Tons Under Lease and Current Economic Tons of the lease are set out below: Terms of
        
        
        
        CurrentOverriding
        
        Tons
            Under
        
        EconomicLease
        
        Lessor
        
        Royalties
        
        Lease
        
        TonsM-069782
        
        United States
        
        10 cents per ton4
        
        
        83,409,000
        
        
        
        76,795,000
 b. Non-Producing Leases.In addition to its interests in these
productive leases, the Trust has overriding royalty interests in three (3)
leases, containing approximately 27,800,000 tons of total estimated recoverable
coal reserves from which no production is currently contemplated and in four
(4) leases which are considered to be not minable because of access, alluvial
valley, or other problems.   3
  4
 4




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Item 3. LEGAL PROCEEDINGS. On June 29, 2001, the Trustee received notification from the operator of
the Spring Creek Mine initially alleging overpayments aggregating approximately
$476,000 related to the Trusts overriding royalty interest that were remitted
during the period from 1996 to 2000. Accordingly, the $783,317 royalty payment
received from the Spring Creek Mine on July 31, 2001 is being held in reserve
in connection with this matter. In April 2002,
    the Trust filed a complaint in Federal District Court for the District of
    Montana, Billings Division, seeking a declaratory judgment and accounting
    against Spring Creek Coal Company, the operator of the Spring Creek Mine.
    The suit seeks adjudication of a reimbursement request to the Trust from Spring
    Creek Coal Company and an accounting of all coal overriding royalties that
    Spring Creek Coal Company should have paid to the Trust under certain agreements
    between the parties. On October 28, 2002, the Spring Creek Coal Company
    filed an answer and a counterclaim to the Trusts complaint alleging
    that the Trust does not own an overriding royalty interest in certain portions
    of land encompassed by Lease M-069782 at Spring Creek Mine. During
    the discovery phase of the lawsuit, the Spring Creek Coal Company indicated that it
    is seeking the return of $790,776 in allegedly mistaken payments made by it to the Trust under such
    lease. There can be no assurance as to the outcome of the litigation or whether
    it will have a material adverse effect on the Trusts results of operations
    or financial condition. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  Not applicable. PART II Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES. a. Market
    Information.There is no established public trading market for the Units.
    The Units have not been registered under the Securities Act of 1933, nor have
    they been registered under the securities laws of any state. Accordingly,
    resales of the Units are subject to certain legal restrictions on transferability.
    Unit Holders should consult with their own counsel regarding their ability
    to sell their Units. None of the Units is subject to outstanding options or warrants to
purchase, and no securities are convertible into Units. Under the terms of the
Trust Indenture, the Trust may not issue additional Units. b. Holders.The Units are the only class of security issued by the
Trust. The table below sets forth the approximate number of Unit Holders of
record on March 25, 2004: ApproximateNumberTitle of Class
    
    of Unit HoldersUnits of Beneficial
    
    
    832Interest
 c. Dividends.The Trust pays no dividends since it is not a corporation.
Within ten (10) business days after the end of each calendar quarter, however,
the Trustee will distribute the Quarterly Distribution Amount (as defined
below) for the three preceding months, together with any undistributed interest
earned on each such amount to the payment date. This distribution is made pro
rata to Unit Holders of record on the last business day for each such quarter
(the Quarterly Record Date). 5




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The Quarterly Distribution Amount distributed to each Unit Holder is the
excess, if any, of (i) the cash received during such quarter that is
attributable to the royalties and overriding royalties held by the Trust, plus
any decrease in any cash reserve theretofore established by the Trustee for the
payment of liabilities of the Trust, plus any other cash receipts of the Trust
during such quarter other than interest earned on the Quarterly Distribution
Amount for any other quarter that is earned before the actual distribution for
the fiscal quarter that includes that other quarter, over (ii) the liabilities
of the Trust paid during such quarter plus the amount of any cash reserve
established or increased by the Trustee for the payment of any future or
contingent liabilities of the Trust. The table below shows the aggregate Quarterly Distribution Amounts
(including interest) for each quarter during 2003 and 2002 and shows the date
on which such amounts were distributed: 2003Distribution AmountsDateQuarter Ended
    
    Distributed
    
    In Total
    
    Per UnitMarch 31, 2003
    
    
    4/10/2003
    
    
    $
    1,358,655
    
    
    $
    0.107544June 30, 2003
    
    
    7/09/2003
    
    
        
    131,506
    
    
    
    0.010407Sept. 30, 2003
    
    
    10/07/2003
    
    
        
    1,604,223
    
    
    
    0.126982Dec. 31, 2003
    
    
    1/09/2004
    
    
    
    148,661
    
    
    
    0.011767Total Distributed
    
    
    
    
    
    $
    3,243,045
    
    
    $
    0.256700
 2002Distribution AmountsDateQuarter Ended
    
    Distributed
    
    In Total
    
    Per UnitMarch 31, 2002
    
    
    04/08/2002
    
    
    $
    2,077,227
    
    
    $
    0.164423June 30, 2002
    
    
    07/10/2002
    
    
    
    141,867
    
    
    
    0.011229Sept. 30, 2002
    
    
    10/09/2002
    
    
    
    2,185,426
    
    
    
    0.172988Dec. 31, 2002
    
    
    01/10/03
    
    
    
    189,611
    
    
    
    0.015009Total Distributed
    
    
    
    
    
    $
    4,594,131
    
    
    $
    0.363649
 d. Recent Sales of Securities.  None. e. Issuer Purchases of Equity Securities.  None. 6




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Item 6. SELECTED FINANCIAL DATA. The table below sets forth selected financial data, drawn from the Trusts
audited financial statements, for each of the last five fiscal years. Years Ended December 31,2003
    
    2002
    
    2001
    
    2000
    
    1999Royalty and
Interest Income
    
    $
    3,359,949
    
    
    $
    4,713,912
    
    
    $
    4,244,950
    
    
    $
    5,219,007
    
    
    $
    4,890,823Trust Expenses
    
    
    (116,904)
    
    
    
    (119,781
    )
    
    
    (80,973
    )
    
    
    (70,773
    )
    
    
    (58,546
    )Trust Reserves
    
    
    
    
    
    
    
    
    
    
    (783,317
    )
    
    
    
    
    
    
    Distributable Income
    
    $
    3,243,045
    
    
    $
    4,594,131
    
    
    $
    3,380,660
    
    
    $
    5,148,234
    
    
    $
    4,832,277Distributable
Income Per Unit
(12,633,432
units)
    
    $
    0.256700
    
    
    $
    0.363649
    
    
    $
    0.267597
    
    
    $
    0.407509
    
    
    $
    0.382499Total Assets
    
    $
    958,204
    
    
    $
    1,003,245
    
    
    $
    1,009,585
    
    
    $
    214,019
    
    
    $
    310,166
 Item 7. TRUSTEES DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. Distributable income (the total amount of net royalty and overriding
royalty payments received from the various mines, increased by the amount of
interest earned and any other amounts received by the Trust and decreased by
the amount of Trust Expenses and Trust Reserves) for 2003 was $3,243,045
compared to $4,594,131 for 2002 and compared to $3,380,660 for 2001. The
decrease in distributable income in 2003 from 2002 was primarily due to an
overall decrease in royalty and overriding royalty payments received from
income-producing mines as further discussed below. The following schedule reflects the royalty and overriding royalty
payments received by the Trust in respect of leases at the following mines: Mine
    
    2003
    
    2002
    
    2001
    
    2000Decker
    
    $
    2,684,331
    
    
    $
    3,835,811
    
    
    $
    3,375,106
    
    
    $
    3,911,495Black Butte
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Spring Creek
    
    
    661,387
    
    
    
    850,965
    
    
    
    833,317
    
    
    
    1,120,604Big Horn
    
    
    -0-
    
    
    
    -0-
    
    
    
    1,440
    
    
    
    125,730$
    3,345,718
    
    
    $
    4,686,776
    
    
    $
    4,209,863
    
    
    $
    5,157,829
 a. Decker Mine.The amount of royalties and overriding royalties
received by the Trust with respect to the Decker Mine decreased to $2,684,331
in 2003 from $3,835,811 in 2002. The amount of royalties and overriding
royalties received by the Trust with respect to the Decker Mine increased to
$3,835,811 in 2002 from $3,375,106 in 2001. These changes were the net result
of changes in the relative amounts of coal mined under leases bearing high and
low overriding royalty rates per ton, which were a normal result of the
execution of a mining plan encompassing several coal leases bearing different
royalty rates. b. Black Butte Mine.The amount of royalties and overriding royalties
received by the Trust from the Black Butte Mine are $0 for 2003, 2002 and 2001,
respectively, primarily because, under the current lease 7




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structure, as of March 31, 1996, lease number W-6266 had reached the cap on the
amount of overriding royalty payable to the Trust for this mine and because the
production for lease number O-27475 is zero. c. Spring Creek Mine.The amount of royalties and overriding royalties
received by the Trust with respect to the Spring Creek Mine decreased to
$661,387 in 2003 from $850,965 in 2002. This decrease is due to decreased coal
production under the Spring Creek Mine leases. The amount of royalties and
overriding royalties received by the Trust with respect to the Spring Creek
Mine increased to $850,965 in 2002 from $833,317 in 2001. The increase
reflects increased production under the applicable lease. d. Big Horn Mine.No royalties were received from the Big Horn Mine
during 2003, 2002 or 2001. The Big Horn Mine reached the end of its production
cycle and it is foreseen that the Trust will receive no further payments
deriving from coal production from the Big Horn Mine. However, the Big Horn
Mine received $1,440 in rental payments during 2001 until reclamation of the
mine was achieved. In the past, the amount of such rental payments was
included in the figure representing receipt of royalty and overriding royalty
payments. e. Trust Expenses.Trust expenses decreased to $116,904 in 2003,
compared to $119,781 in 2002 and $80,973 in 2001. The Trusts expenses did not
significantly change from 2002 to 2003; however, the increase from 2001 to 2002
was primarily due to an increase in legal and accounting expenses as well as
certain administrative expenses. f. Trust Reserve.On June 29, 2001, the Trustee received notification
from the operator of the Spring Creek Mine initially alleging overpayments
aggregating approximately $476,000 related to the Trusts overriding royalty
interest that were remitted during the period from 1996 to 2000. Accordingly,
the $783,317 royalty payment received from the Spring Creek Mine on July 31,
2001 is being held in reserve in connection with this matter. In April 2002,
the Trust filed a complaint in federal district court seeking a declaratory
judgment and accounting against Spring Creek Coal Company, the operator of the
Spring Creek Mine, in connection with this matter. On October 28, 2002, the
Spring Creek Coal Company filed an answer and a counterclaim to the Trusts
complaint alleging that the Trust does not own an overriding royalty interest
in certain portions of lands encompassed by Lease M-069782 at Spring Creek
Mine. The Spring Creek Coal Company seeks the return of $790,776 in allegedly
mistaken payments made by it to the Trust under such lease. There can be no
assurance as to the outcome of this litigation or whether it will have a
material adverse effect on the Trusts results of operations or financial
condition. For a more detailed discussion of the legal action instituted by
the Trust, see Legal Proceedings. g. Off-Balance Sheet Arrangements.As required by the Trust Indenture,
the Trust is intended to be passive in nature and the Trustee does not have any
control over or any responsibility relating to the operation of the mines under
which the Trust has any royalty interests and overriding royalty interests.
The Trustee has powers to collect and distribute proceeds received by the Trust
and pay Trust liabilities and expenses and its actions have been limited to
those activities. As a result, the Trust has not engaged in any off-balance
sheet arrangements. h. Contractual Obligations. None. 8




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##### 



i. Critical Accounting Policies and Estimates.The Trusts financial
statements reflect the selection and application of accounting policies that
require the Trust to make significant estimates and assumptions. The following
are some of the more critical judgment areas in the application of accounting
policies that currently affect the Trusts financial condition and results of
operations:  
    
    Royalty income and interest income are recognized in the month in which
amounts are received by the Trust.
    
    Trust expenses, consisting principally of routine general and
administrative costs, include payments made during the accounting period.
Reserves for liabilities that are contingent or uncertain in amount may
also be established if considered necessary.
    
    Net royalty and overriding royalty interests that are producing
properties are amortized using the unit-of-production method. This
amortization is shown as a reduction of Trust corpus.
    
    Distributions to Unit Holders are recognized when declared by the Trustee. The financial statements of the Trust differ from financial statements
prepared in conformity with accounting principles generally accepted in the
United States of America because of the following:  
    
    Royalty income is recognized in the month received rather than in the month of production.
    
    Expenses are not accrued.
    
    Amortization of the net royalty and overriding royalty interests is shown as a reduction
to Trust corpus and not as a charge to operating results.
    
    Reserves may be established for contingencies that would not be recorded under accounting
principles generally accepted in the United States of America. Forward-Looking Statements This Form 10-K includes forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, which are intended to be
covered by the safe harbor created thereby. All statements other than
statements of historical fact included in this Form 10-K are forward-looking
statements. Such statements include, without limitation, factors affecting the
price of coal contained in Item 1, Business, the Tons Under Lease and
Current Economic Tons information and other statements contained in Item 2,
Properties, and certain statements regarding the Trusts financial position,
industry conditions and other matters contained in this Item 7. Although the
Trustee believes that the expectations reflected in such forward-looking
statements are reasonable, such expectations are subject to numerous risks and
uncertainties and the Trustee can give no assurance that they will prove
correct. There are many factors, none of which is within the Trustees
control, that may cause such expectations not to be realized, including, among
other things, factors identified in 9




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##### 



this Form 10-K affecting coal prices (including, without limitation, the
domestic and foreign supply of coal and the price of foreign imports, market
demand, the price and availability of alternative fuels and the effect of
governmental regulations) and the recoverability of Tons Under Lease and
Current Economic Tons, general economic conditions, and other changes in the
domestic and international coal markets. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. Not applicable. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. a. Financial Statements.The following documents are filed as part of
the Trusts financial statements for the period from January 1, 2003 to
December 31, 2003:  (1)
    
    Independent Auditors Report  KPMG LLP(2)
    
    Statements of Assets, Liabilities and Trust Corpus(3)
    
    Statements of Distributable Income(4)
    
    Statements of Changes in Trust Corpus(5)
    
    Notes to Financial Statements 10




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##### 



INDEPENDENT AUDITORS REPORT The Trustee and Unit HoldersKiewit Royalty Trust: We have audited the accompanying statements of assets, liabilities and
trust corpus of Kiewit Royalty Trust as of December 31, 2003 and 2002, and the
related statements of distributable income and changes in trust corpus for the
three years then ended. These financial statements are the responsibility of
the Trustee. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. As described in Note 1 to the financial statements, the financial
statements have been prepared on the basis of cash receipts and disbursements
as prescribed by the Securities and Exchange Commission, which is a
comprehensive basis of accounting other than accounting principles generally
accepted in the United States of America. In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets, liabilities and trust corpus of Kiewit
Royalty Trust as of December 31, 2003 and 2002, and the distributable income
and changes in trust corpus for the three years then ended, in conformity with
the basis of accounting described in Note 1 to the financial statements. /s/ KPMG LLP  Omaha, Nebraska
March 30, 2004 11




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##### 



KIEWIT ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
December 31, 2003 and 2002 2003
    
    2002ASSETSCash equivalents
    
    $
    148,662
    
    
    $
    189,611Trust reserves
    
    
    783,317
    
    
    
    783,317Royalty and
overriding royalty interests in coal lease
    
    
    167,817
    
    
    
    167,817Less accumulated amortization
    
    
    (141,592
    )
    
    
    (137,500
    )Net royalty and overriding royalty
interests in coal leases
    
    
    26,225
    
    
    
    30,317Total Assets
    
    $
    958,204
    
    
    $
    1,003,245LIABILITIES AND TRUST CORPUSDistributions payable to unit holders
    
    $
    148,662
    
    
    $
    189,611Trust reserves payable
    
    
    783,317
    
    
    
    783,317Trust corpus: 12,633,432 units of beneficial
interest authorized and outstanding
    
    
    26,225
    
    
    
    30,317Total Liabilities and Trust Corpus
    
    $
    958,204
    
    
    $
    1,003,245
 The accompanying notes are an integral part
of the financial statements. 12




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##### 



KIEWIT ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
for the three years ended December 31, 2003 2003
    
    2002
    
    2001Royalty income
    
    $
    3,345,718
    
    
    $
    4,686,776
    
    
    $
    4,209,863Interest income
    
    
    14,231
    
    
    
    27,136
    
    
    
    35,087Trust expenses
    
    
    (116,904)
    
    
    
    (119,781
    )
    
    
    (80,973
    )Trust reserves
    
    
    
    
    
    
    
    
    
    
    (783,317
    )Distributable income
    
    $
    3,243,045
    
    
    $
    4,594,131
    
    
    $
    3,380,660Distributable income
per unit
    
    $
    0.256700
    
    
    $
    0.363649
    
    
    $
    0.267597
 STATEMENTS OF CHANGES IN TRUST CORPUS
for the three years ended December 31, 2003 2003
    
    2002
    
    2001Trust corpus, beginning of
year
    
    $
    30,317
    
    
    $
    37,386
    
    
    $
    43,453Amortization of royalty
interests
    
    
    (4,092
    )
    
    
    (7,069
    )
    
    
    (6,067
    )Distributable income
    
    
    3,243,045
    
    
    
    4,594,131
    
    
    
    3,380,660Distributions to unit holders
    
    
    (3,243,045
    )
    
    
    (4,594,131
    )
    
    
    (3,380,660
    )Trust corpus, end of year
    
    $
    26,225
    
    
    $
    30,317
    
    
    $
    37,386
 The accompanying notes are an integral part
of the financial statements. 13




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##### 



KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS  1.
    
    Summary of Significant Accounting Policies and Basis of Accounting:  (a)
    
    Basis of Accounting:  The financial statements of Kiewit Royalty Trust (the Trust) are prepared
on the following basis:  (1)
    
    Royalty income is recorded on a cash receipt basis.(2)
    
    Trust administration expenses are recorded in the month in
which they are paid.(3)
    
    Amortization of the net royalty and overriding royalty
interests, which is calculated on a units-of-production basis, is
charged directly to trust corpus since such amount does not affect
distributable income.  The preparation of financial statements requires estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.While these statements differ from financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America, the cash basis of reporting revenues is considered to be the most
meaningful because Quarterly Distributions to Unit Holders are based on net
cash receipts.  (b)
    
    Cash Equivalents:  The Trust considers all highly liquid financial instruments with original
maturities of three months or less when purchased to be cash equivalents.2.
    
    Trust Organization and Provisions:The Trust was established on May 17, 1982. Units of beneficial interest
(Units) in the Trust were distributed on June 23, 1982 to Class B and Class
C shareholders of record of Level 3 Communications, Inc., formerly Peter
Kiewit Sons, Inc. (Level 3) as of June 10, 1982. Such shareholders were
citizens of the United States of America. These shareholders received one
Unit in the Trust for each share of Level 3 stock held. On June 28, 1982,
Level 3 conveyed to the Trust royalty and overriding royalty interests owned
by Level 3s subsidiaries in certain coal properties in Montana and Wyoming. 14




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##### 



KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED  2.
    
    Trust Organization and Provisions, Continued:U.S. Bank National Association is the Trustee for the Trust. The terms of
the trust indenture provide, among other things, that:  (a)
    
    the Trust shall not engage in any business or investment activity of
any kind or acquire any assets other than those initially conveyed to
the Trust;(b)
    
    the Trustee may not sell all or any part of the royalty interests
unless approved by a majority of Units outstanding, in which case the
sale must be for cash and the proceeds promptly distributed;(c)
    
    the Trustee may establish a cash reserve for the payment of any
liability which is contingent or uncertain in amount;(d)
    
    the Trustee will make cash distributions to the unit holders in
January, April, July and October of each year as discussed in Note 4;
and(e)
    
    in September 1994, the Trust Indenture was amended to authorize the
Trustee to invest funds in government obligations, government-secured
obligations and funds registered pursuant to the Investment Company Act
of 1940.  3.
    
    Royalty and Overriding Royalty Interests:The cash received by the Trustee from the royalty interest will consist of a
specified amount per ton or a specified fraction of the value of the total
production of the property, free of the expense of development and operation.The initial carrying value of the royalty and overriding royalty interests in
coal leases of $167,817 represents Level 3s historical net book value at the
date of the transfer to the Trust.4.
    
    Distributions to Unit Holders:The amounts to be distributed to unit holders (Quarterly Distribution
Amount) are determined on a quarterly basis. The Quarterly Distribution
Amount is the excess of (i) the cash received during the quarter which is
attributable to royalties, plus any decrease in cash reserves, plus any other
cash receipts of the Trust during the quarter over (ii) the liabilities of
the Trust paid during the quarter, plus any increase in cash reserves. The
Quarterly Distribution Amount is payable to unit holders of record as of the
last business day of each calendar quarter. The cash distributions are made
quarterly within the first 10 business days of January, April, July and
October. 15




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##### 



KIEWIT ROYALTY TRUST NOTES
TO FINANCIAL STATEMENTS, CONTINUED  5.
    
    Income Taxes:Provision for federal and state income taxes has not been made in the
financial statements since the Trust should be treated as a grantor trust
which is not a taxable entity.6.
    
    Contingencies:On June 29, 2001, the Trustee received notification from the operator of the
Spring Creek Mine initially alleging overpayments aggregating approximately
$476,000 related to the Trusts overriding royalty interest that were
remitted during the period from 1996 to 2000. Accordingly, the $783,317
royalty payment received from the Spring Creek Mine on July 31, 2001 is being
held in reserve in connection with this matter. In April 2002, the Trust
filed a complaint in Federal District Court for the District of Montana,
Billings Division, seeking a declaratory judgment and accounting against
Spring Creek Coal Company, the operator of the Spring Creek Mine. The suit
seeks adjudication of a reimbursement request to the Trust from Spring Creek
Coal Company and an accounting of all coal overriding royalties that Spring
Creek Coal Company should have paid to the Trust under certain agreements
between the parties. On October 28, 2002, the Spring Creek Coal Company
filed an answer and a counterclaim to the Trusts complaint alleging that the
Trust does not own an overriding royalty interest in certain portions of land
encompassed by Lease M-069782 at Spring Creek Mine. During the discovery phase of the lawsuit,
the Spring Creek Coal Company indicated that it is seeking the return of $790,776 in allegedly mistaken payments made by
it to the Trust under such lease. There can be no assurance as to the
outcome of the litigation or whether it will have a material adverse effect
on the Trusts results of operations or financial condition.7.
    
    Summary of Quarterly Financial Data (Unaudited):The following is a summary of the unaudited quarterly financial information: DistributableRoyalty
    
    Distributable
    
    IncomeIncome
    
    Income
    
    Per UnitFor the year ended
December 31, 2003:March 31, 2003
    
    $
    1,381,149
    
    
    $
    1,358,655
    
    
    $
    0.107544June 30, 2003
    
    
    172,113
    
    
    
    131,506
    
    
    
    0.010407September 30, 2003
    
    
    1,614,880
    
    
    
    1,604,223
    
    
    
    0.126982December 31, 2003
    
    
    177,576
    
    
    
    148,661
    
    
    
    0.011767$
    3,345,178
    
    
    $
    3,243,045
    
    
    $
    0.256700For the year ended
December 31, 2002:March 31, 2002
    
    $
    2,098,047
    
    
    $
    2,077,227
    
    
    $
    0.164423June 30, 2002
    
    
    178,528
    
    
    
    141,867
    
    
    
    0.011229September 30, 2002
    
    
    2,195,813
    
    
    
    2,185,426
    
    
    
    0.172988December 31, 2002
    
    
    214,388
    
    
    
    189,611
    
    
    
    0.015009$
    4,686,776
    
    
    $
    4,594,131
    
    
    $
    0.363649
 16




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##### 



b. Supplementary Data.Not applicable. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. None. Item 9A. CONTROLS AND PROCEDURES.  a.
    
    As of the end of the period covered by this Form 10-K, the trustee of
the Trust conducted an evaluation of the Trusts disclosure controls and
procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act
of 1934). Based upon this evaluation, the trustee concluded that the
Trusts disclosure controls and procedures are effective in timely
alerting him of any material information relating to the Trust that is
required to be disclosed by the Trust in the reports it files or submits
under the Securities Exchange Act of 1934.b.
    
    There was no significant change in the Trusts internal control over
financial reporting (as defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934) that occurred during the Trusts most recently
completed fiscal quarter that has materially affected, or are reasonably
likely to materially affect, the Trusts internal control over financial
reporting. 17




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##### 



PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Executive Officers and Directors. The Trust was created as a trust under
the laws of Nebraska and its Indenture does not provide for the election of
directors or officers. U.S. Bank National Association serves as Trustee of the
Trust. Compliance withSection 16(a)of the Exchange Act.The Trust has no
directors and officers and knows of no Unit Holder that is a beneficial owner
of more than ten percent of the outstanding Units, and is therefore unaware of
any person that failed to report on a timely basis reports required by Section
16(a) of the Exchange Act. Code of Ethics. Because the Trust has no employees, it does not have a
code of ethics. Employees of the Trustee, U.S. Bank National Association,
must comply with the banks code of ethics, a copy of which will be made
available to Unit Holders without charge upon request. Audit Committee. The Trust has no directors and therefore has no audit
committee or audit committee financial expert. Nominating Committee. The Trust has no directors and therefore has no
nominating committee. Item 11. EXECUTIVE COMPENSATION. As stated in Item 10 above, the Trust has no directors and no officers. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS. a. Security Ownership of Certain Beneficial Owners.The following table
sets forth the only person who, as of March 25, 2004, was known by the Trust to
be a beneficial owner of more than five percent of the Units: Name and
    
    Amount andAddress of
    
    Nature ofTitle of
    
    Beneficial
    
    Beneficial
    
    Percent ofClass
    
    Owner
    
    Ownership
    
    ClassUnits of
    
    Walter Scott, Jr.
    
    800,000 Units
    
    
    6.33
    %Beneficial
    
    1000 Kiewit PlazaInterest
    
    Omaha, NE  68131
 b. Security Ownership of Management.There are no executive officers or
directors of the Trust. As of March 25, 2004, U.S. Bank National Association,
Trustee of the Trust, did not beneficially own any Units in the Trust.
However, the Trustee does hold in trust 800,000 Units for the benefit of Walter
Scott, Jr., as well as Units for certain other persons in connection with its
fiduciary relationship with such persons. c. Changes in Control.As of December 31, 2003, the Trust had no
knowledge of any arrangements, the operation of which could, at a subsequent
date, result in a change of control of the Trust. d. Securities Authorized for Issuance under Equity Compensation Plans.
     Not applicable. 18




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##### 



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. a. Transactions with Management and Others.As stated in Item 10, the
Trust has no directors and no officers. During 2003, there were no
transactions to which the Trust was a party and in which any persons known to
the Trust to be the beneficial owners of more than five percent of the Units
had a direct or indirect material interest. b. Certain Business Relationships.There are no directors or nominees
for director of the Trust. See Item 10. c. Indebtedness of Management.As stated in Item 10, the Trust has no
directors and no officers. d. Transactions with Promoters.Not applicable. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Fees Paid to KPMG LLP for 2003 and 2002 The following are aggregate fees billed to the Trust by KPMG LLP during
2003 and 2002. Fiscal Year Ended
    
    Fiscal Year EndedDecember 31, 2003
    
    December 31, 2002Audit fees
    
    $
    11,900
    
    
    $
    11,000Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    TOTAL FEES:
    
    $
    11,900
    
    
    **$**
    **11,000**
 Audit fees.Audit fees consists of fees billed for professional services
rendered for the audit of the Trusts financial statements and review of the
interim financial statements included in quarterly reports and services that
are normally provided by KPMG LLP in connection with statutory and regulatory
filings. Audit-related fees. Audit-related fees consists of fees billed for
assurance and related services that are reasonably related to the performance
of the audit or review of the Trusts financial statements and are not reported
under Audit fees. These services include attest services that are not
required by stature or regulation, and consultations concerning financial
accounting and reporting standards. Tax fees. Tax fees consists of fees billed for professional services for
tax compliance, tax advice and tax planning. These services include assistance
regarding federal and state tax compliance and tax audit defense. All other fees. All other fees consists of fees for products and services
other than the services reported above. As referenced in Item 10 above, the Trust has no audit committee, and as a
result, has no audit committee pre-approval policy with respect to fees paid to
KPMG LLP. 19




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##### 



PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.  a.
    
    Documents Filed as Part of this Report1.   The following financial statements are filed herewith:Independent Auditors Report  KPMG LLPStatements of Assets, Liabilities and Trust CorpusStatements of Distributable IncomeStatements of Changes in Trust CorpusNotes to Financial Statements2.   Financial statement schedulesNo financial statement schedules are filed herewith because (1) such
schedules are not required or (2) the information has been presented in
the aforementioned financial statements.3.   ExhibitsThe following exhibits are filed as part of this report or hereby
incorporated by reference to exhibits previously filed with the SEC: 4.1
    
    Kiewit Royalty Trust Indenture dated May 17, 1982, as amended June 9,
1982 and June 23, 1982 (filed as Exhibit 4.1 to the Trusts Form 10-K
filed with the Securities and Exchange Commission on March 28, 2002,
and incorporated herein by reference).4.2
    
    Order dated September 23, 1994, of the County Court of Douglas
County, Nebraska (filed as Exhibit 4.2 to the Trusts Form 10-K filed
with the Securities and Exchange Commission on March 28, 2002, and
incorporated herein by reference).31*
    
    Certification of Trust Officer pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934.32*
    
    Certification of Trust Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    Location Map of Coal Properties (incorporated herein by reference to
Exhibit 2 to the Trusts Form 10-K filed with the Securities and
Exchange Commission on March 31, 1985, and incorporated herein by
reference).
   *
    
    
    Filed herewith.  b.
    
    Reports on Form 8-K No reports of Form 8-K were filed during the period for which this report
is filed. 20




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##### 



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. KIEWIT ROYALTY TRUSTBy
    
    U.S. Bank National Associationin its capacity as Trustee andnot in its individual capacity orotherwiseDate:
March 30, 2004
    
    By:
    
    /s/ Ted L. HallBy: Ted L. HallTrust Officer
 (The Registrant has no directors or executive officers.) 21