**Exhibit 31**

**CERTIFICATION**

I, Mike Ulrich,certify that:

1.                 I have reviewedthis quarterly report on Form 10-Q of TEL Offshore Trust, for whichThe Bank of New York Trust Company, N.A. 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 material respects the financialcondition, distributable income and changes in trust corpus of the registrantas of, and for, 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 forcausing such controls and procedures to be established and maintained, for theregistrant and I have:

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under my supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to meby 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 thisreport based on such evaluation; and

(c)          Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and

5.                 I have disclosed,based on my most recent evaluation to the registrant’s auditors:

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

(b)         Any fraud, whether or notmaterial, that involves any persons who have a significant role in theregistrant’s internal control over financial reporting.

Ingiving the foregoing certifications in paragraphs 4 and 5, I have relied to theextent I consider reasonable on information provided to me by the workinginterest owners and the managing general partner of the TEL Offshore TrustPartnership, in which the registrant owns a 99.99% interest.
| Date: August 14, 2007 | /s/ MIKE  ULRICH                                            |
|----------------------------|-------------------------------------------------------------|
| ** **                 | **Mike Ulrich,**                                            |
| * *                   | *Vice President,  The Bank of New York Trust Company, N.A.* |

 

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