**Exhibit 31**

**CERTIFICATION**

I, Mike Ulrich,certify that:

1.                 I have reviewedthis quarterly report on Form 10-Q of TEL Offshore Trust, for whichJPMorgan Chase Bank acts as Corporate Trustee;

2.                 Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                 Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all materialrespects the financial condition,distributable income and changes in trust corpus of the registrant as of, andfor, the periods presented in this report;

4.                 I am responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)), or for causing suchprocedures to be established and maintained, for the registrant and I have:

a)               designed suchdisclosure controls and procedures, or caused such controls and procedures tobe designed under my supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

b)              evaluated theeffectiveness 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)               disclosed in thisreport any change in the registrant’s internal control over financial reportingthat 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.                 I have disclosed,based on my most recent evaluation of internal control over financialreporting, to the registrant’s auditors:

a)               all significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

b)              any fraud, whetheror not material, that involves any management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

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: November 12, 2004 |   | /s/ MIKE ULRICH     |
|-------------------------|--------|---------------------|
|                    |   | Mike Ulrich,        |
|                    |   | Vice President      |
|                    |   | JPMorgan Chase Bank |

 

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