**Exhibit 31**

**CERTIFICATION**

I,Mike Ulrich, certify that:

1.                 Ihave reviewed this quarterly report on Form 10-Q of TEL Offshore Trust,for which JPMorgan Chase Bank acts as Corporate Trustee;

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

3.                 Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, distributable income and changes in trust corpus of the registrantas of, and for, the periods presented in this report;

4.                 Iam responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)), or for causing such procedures to be established and maintained,for the registrant and I have:

a)               designedsuch disclosure controls and procedures, or caused such controls and proceduresto be designed under my supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

b)              evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report my conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisbased on such evaluation; and

c)               disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5.                 Ihave disclosed, based on my most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors:

a)               allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

b)              anyfraud, whether or not material, that involves any management or other employeeswho have a significant role in the registrant’s internal controls overfinancial reporting; and

In giving the foregoingcertifications in paragraphs 4 and 5, I have relied to the extent I considerreasonable on information provided to me by the working interest owners and themanaging general partner of the TEL Offshore Trust Partnership, in which theregistrant owns a 99.99% interest.
| Date: May 13, 2005 | /s/  MIKE ULRICH      |
|-------------------------|-----------------------|
| ** **              | **Mike Ulrich,**      |
| * *                | *Vice President*      |
| * *                | *JPMorgan Chase Bank* |

 

----