UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
  WASHINGTON,
D.C.  20549
  _____________________
  FORM
10-Q
  _____________________
  (Mark
One)
 [X]
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE
 ACT
      OF 1934.
 For
      the quarterly period ended September 30,
2008
 
 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: 1-737
  Texas
Pacific Land Trust
 (Exact
Name of Registrant as Specified in Its Charter)
  NOT
      APPLICABLE
                (State
      or Other Jurisdiction of Incorporation
                or
      Organization)
              
              75-0279735
                (I.R.S.
      Employer
                Identification
      No.)1700
      Pacific Avenue, Suite 2770, Dallas, Texas
                (Address
      of Principal Executive Offices)
              
              75201
                (Zip
      Code)
 
 (214)
969-5530
 (Registrant’s
Telephone Number, Including Area Code)
  ________________________________________________________________________
 (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  T        No   ̈
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):
  Large
      Accelerated Filer
               ̈
              
              Accelerated
      Filer
              TNon-Accelerated
      Filer
               ̈
              
              Smaller
      reporting company
               ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes    ̈        No  T
  
  
  Cautionary
Statement Regarding Forward-Looking Statements
  Statements
in this Quarterly Report on Form 10-Q that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding management’s expectations, hopes, intentions or strategies
regarding the future.  Forward-looking statements include statements
regarding the Trust’s future operations and prospects, the markets for real
estate in the areas in which the Trust owns real estate, applicable zoning
regulations, the markets for oil and gas, production limits on prorated oil and
gas wells authorized by the Railroad Commission of Texas, expected competition,
management’s intent, beliefs or current expectations with respect to the Trust’s
future financial performance and other matters.  All forward-looking
statements in this Report are based on information available to us as of the
date this Report is filed with the Securities and Exchange Commission, and we
assume no responsibility to update any such forward-looking statements, except
as required by law.  All forward-looking statements are subject to a
number of risks, uncertainties and other factors that could cause our actual
results, performance, prospects or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements.  These
risks, uncertainties and other factors include, but are not limited to, the
factors discussed in Item 1A “Risk Factors” of Part I of our Annual Report to
the Securities and Exchange Commission on Form 10-K for the year ended December
31, 2007, and in Part I, Item 2 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and Part II, Item 1A “Risk
Factors” of this Quarterly Report on Form 10-Q.
  
  PART
I. FINANCIAL INFORMATION
  Item
1.                      Financial
Statements
  TEXAS
PACIFIC LAND TRUST
 BALANCE
SHEETS
  September
      30,
                                            2008
                                          
                                          
                                          December
      31,
                                            2007(Unaudited)AssetsCash
      and cash equivalents
                                          
                                          $
                                          10,964,302
                                          
                                          
                                          $
                                          10,153,202Accrued
      receivables
                                          
                                          
                                          2,640,282
                                          
                                          
                                          
                                          1,540,341Other
      assets
                                          
                                          
                                          8,237
                                          
                                          
                                          
                                          82,373Prepaid
      Federal income taxes
                                          
                                          
                                          --
                                          
                                          
                                          
                                          62,914Notes
      receivable for land sales
                                          
                                          
                                          18,098,809
                                          
                                          
                                          
                                          19,625,622Water
      wells, leasehold improvements, furniture and equipment– at cost less accumulated
      depreciation
                                          
                                          
                                          111,008
                                          
                                          
                                          
                                          108,731Real
      estate acquired:(10,793 acres at September 30,
      2008 and 10,153 acres at December 31, 2007)
                                          
                                          
                                          1,161,504
                                          
                                          
                                          
                                          1,083,552Real
      estate and royalty interests assigned through the 1888Declaration
      of Trust, no value assigned:Land
      (surface rights) situated in twenty counties inTexas
      – 952,455 acres in 2008 and 954,660 acres in 2007
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –Town
      lots in Loraine and Morita – 541 lots in 2008 and 628 lots
      inIatan,
      Loraine and Morita in 2007
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –1/16
      nonparticipating perpetual royalty interest in 386,988 acres in
      2008and
      2007
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –1/128
      nonparticipating perpetual royalty interest in 85,414 acres in
      2008and
      2007
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –$
                                          32,984,142
                                          
                                          
                                          $
                                          32,656,735Liabilities
      and CapitalAccounts
      payable and accrued liabilities
                                          
                                          $
                                          467,356
                                          
                                          
                                          $
                                          1,142,444Federal
      income taxes payable
                                          
                                          
                                          344,947
                                          
                                          
                                          
                                          --Other
      taxes payable
                                            Unearned
      revenues
                                          
                                          
                                          308,688
                                          
                                          
                                          
                                          75,100413,811
                                          
                                          
                                          
                                          413,811Deferred
      taxes
                                          
                                          
                                          5,460,515
                                          
                                          
                                          
                                          5,964,844Pension
      plan liability
                                          
                                          
                                          232,358
                                          
                                          
                                          
                                          170,997Total liabilities
                                          
                                          
                                          7,227,675
                                          
                                          
                                          
                                          7,767,196Capital:Certificates of Proprietary
      Interest, par value $100each; outstanding 0
      certificates
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –Sub-share Certificates in
      Certificates of ProprietaryInterest, par value $.03 1/3
      each; outstanding:10,323,445 Sub-shares in 2008 and
      10,488,375
                                            Sub-shares in
2007
                                          
                                          
                                          –
                                          
                                          
                                          
                                          –Accumulated other comprehensive
      income (loss)
                                          
                                          
                                          (247,729
                                          )
                                          
                                          
                                          (257,842
                                          )Net proceeds from all
      sources
                                          
                                          
                                          26,004,196
                                          
                                          
                                          
                                          25,147,381Total capital
                                          
                                          
                                          25,756,467
                                          
                                          
                                          
                                          24,889,539$
                                          32,984,142
                                          
                                          
                                          $
                                          32,656,735
 See
accompanying notes to financial statements.
  1
  TEXAS
PACIFIC LAND TRUST
 STATEMENTS
OF INCOME
 (Unaudited)
 
 Three
      Months Ended
                      September
      30,
                    
                    
                    Nine
      Months Ended
                      September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Income:Rentals,
      royalties and sundry income
                    
                    $
                    5,469,108
                    
                    
                    $
                    2,785,644
                    
                    
                    $
                    14,436,651
                    
                    
                    $
                    8,385,051Land
      sales
                    
                    
                    184,400
                    
                    
                    
                    1,857,664
                    
                    
                    
                    823,440
                    
                    
                    
                    1,857,664Interest
      income from notes receivable
                    
                    
                    339,415
                    
                    
                    
                    365,460
                    
                    
                    
                    1,040,733
                    
                    
                    
                    1,105,0065,992,923
                    
                    
                    
                    5,008,768
                    
                    
                    
                    16,300,824
                    
                    
                    
                    11,347,721Expenses:Taxes,
      other than Federal income taxes
                    
                    
                    314,571
                    
                    
                    
                    159,356
                    
                    
                    
                    982,625
                    
                    
                    
                    500,794Basis
      in real estate sold
                    
                    
                    --
                    
                    
                    
                    693,454
                    
                    
                    
                    --
                    
                    
                    
                    693,454General
      and administrative expenses
                    
                    
                    587,937
                    
                    
                    
                    573,478
                    
                    
                    
                    1,657,798
                    
                    
                    
                    1,746,705902,508
                    
                    
                    
                    1,426,288
                    
                    
                    
                    2,640,423
                    
                    
                    
                    2,940,953Operating
      income
                    
                    
                    5,090,415
                    
                    
                    
                    3,582,480
                    
                    
                    
                    13,660,401
                    
                    
                    
                    8,406,768Interest
      income earned from investments
                    
                    
                    41,255
                    
                    
                    
                    76,064
                    
                    
                    
                    204,579
                    
                    
                    
                    283,008Income
      before Federal income taxes
                    
                    
                    5,131,670
                    
                    
                    
                    3,658,544
                    
                    
                    
                    13,864,980
                    
                    
                    
                    8,689,776Federal
      income taxes
                    
                    
                    1,538,156
                    
                    
                    
                    1,123,409
                    
                    
                    
                    4,123,087
                    
                    
                    
                    2,611,077Net
      income
                    
                    $
                    3,593,514
                    
                    
                    $
                    2,535,135
                    
                    
                    $
                    9,741,893
                    
                    
                    $
                    6,078,699Average
      number of sub-share certificatesand
      equivalent sub-share certificatesoutstanding
                    
                    
                    10,367,017
                    
                    
                    
                    10,530,958
                    
                    
                    
                    10,406,889
                    
                    
                    
                    10,559,717Basic
      and dilutive earnings per sub-share certificate
                    
                    $
                    .35
                    
                    
                    $
                    .24
                    
                    
                    $
                    .94
                    
                    
                    $
                    .58Cash
      dividends per sub-share certificate
                    
                    $
                    –
                    
                    
                    $
                    –
                    
                    
                    $
                    .18
                    
                    
                    $
                    .16
 
 
 See
accompanying notes to financial statements.
   2
  TEXAS
PACIFIC LAND TRUST
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 
 Nine
      Months
                      Ended
      September 30,2008
                    
                    
                    2007Cash
      flows from operating activities:Net income
                    
                    $
                    9,741,893
                    
                    
                    $
                    6,078,699Adjustments to reconcile net
      income to netcash provided by operating
      activities:Deferred taxes
                    
                    
                    (504,329
                    )
                    
                    
                    (424,472
                    )Depreciation and
      amortization
                    
                    
                    23,400
                    
                    
                    
                    26,100Changes in operating assets
      and liabilities:Accrued receivables and other
      assets
                    
                    
                    (1,025,805
                    )
                    
                    
                    (389,073
                    )Real estate
    acquired
                    
                    
                    (77,952
                    )
                    
                    
                    693,455Notes receivable for land
      sales
                    
                    
                    1,526,813
                    
                    
                    
                    666,543Accounts payable, accrued
      expensesand other
    liabilities
                    
                    
                    (370,026
                    )
                    
                    
                    417,493Federal income taxes
      payable
                    
                    
                    407,861
                    
                    
                    
                    (227,250
                    )Net cash provided by operating
      activities
                    
                    
                    9,721,855
                    
                    
                    
                    6,841,495Cash
      flows from investing activities:Purchase of fixed
      assets
                    
                    
                    (25,677
                    )
                    
                    
                    (34,547
                    )Net cash used in investing
      activities
                    
                    
                    (25,677
                    )
                    
                    
                    (34,547
                    )Cash
      flows from financing activities:Purchase of Sub-share
      Certificates in Certificates ofProprietary
    Interest
                    
                    
                    (7,000,410
                    )
                    
                    
                    (5,031,753
                    )Dividends paid
                    
                    
                    (1,884,668
                    )
                    
                    
                    (1,696,780
                    )Net cash used in financing
      activities
                    
                    
                    (8,885,078
                    )
                    
                    
                    (6,728,533
                    )Net increase in cash and
      cashequivalents
                    
                    
                    811,100
                    
                    
                    
                    78,415Cash
      and cash equivalents at beginning of period
                    
                    
                    10,153,202
                    
                    
                    
                    8,524,177Cash
      and cash equivalents at end of period
                    
                    $
                    10,964,302
                    
                    
                    $
                    8,602,592
 
 See
accompanying notes to financial statements.
   3
  TEXAS
PACIFIC LAND TRUST
  NOTES
TO UNAUDITED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
  (1)
              In
      the opinion of management, the accompanying unaudited financial statements
      contain all adjustments (consisting of only normal recurring accruals)
      necessary to present fairly the financial position of Texas Pacific Land
      Trust (the “Trust”) as of September 30, 2008 and the results of its
      operations for the three month and nine month periods ended September 30,
      2008 and 2007, respectively, and its cash flows for the nine month periods
      ended September 30, 2008 and 2007, respectively.  The financial
      statements and footnotes included herein should be read in conjunction
      with the Trust’s annual financial statements as of December 31, 2007 and
      2006 and for each of the years in the three year period ended December 31,
      2007 included in the Trust’s Annual Report on Form 10-K for the year ended
      December 31, 2007.
  (2)
              No
      value has been assigned to the land held by the Trust other than parcels
      which have been acquired through foreclosure and a limited number of
      parcels which have been acquired because they were offered for sale and
      were contiguous to parcels already owned by the
      Trust.  Consequently, no allowance for depletion is computed,
      and no charge to income is made, with respect thereto, and no cost is
      deducted from the proceeds of the land sales in computing gain or loss
      thereon.
  (3)
              The
      Sub-shares and the Certificates of Proprietary Interest are freely
      interchangeable in the ratio of one Certificate of Proprietary Interest
      for 3,000 Sub-shares or 3,000 Sub-shares for one Certificate of
      Proprietary Interest.
  (4)
              The
      Trust’s effective Federal income tax rate is less than the 34% statutory
      rate because taxable income is reduced by statutory percentage depletion
      allowed on mineral royalty income.
  (5)
              The
      results of operations for the three month and nine month periods ended
      September 30, 2008 are not necessarily indicative of the results to be
      expected for the full year.
  (6)
              The
      Trust invests cash in excess of daily requirements primarily in bank
      deposit and savings accounts, temporary cash investments in loan
      participation agreements and U. S. Treasury bills with maturities of
      ninety days or less.  Such investments are deemed to be highly
      liquid debt instruments and classified as cash equivalents for purposes of
      the statements of cash flows.
  Supplemental
cash flow information for the nine month periods ended September 30, 2008 and
2007 is summarized as follows:
  
 2008
                
                2007Federal
      income taxes paid
                $4,225,000
                
                $3,271,068
 
 (7)
              SFAS
      No. 131, “Disclosures
      about Segments of an Enterprise and Related
      Information”  establishes standards for the way public
      business enterprises are to report information about operating
      segments.  SFAS No. 131 utilizes the management approach as a
      basis for identifying reportable segments.  The management
      approach is based on the way that management organizes the segments within
      the enterprise for making operating decisions and assessing
      performance.  The Trust’s management views its operations as one
      segment and believes the only significant activity is managing the land
      which was conveyed to the Trust in 1888.  The Trust’s management
      makes decisions about resource allocation and performance assessment based
      on the same
   4
  financial
information presented in these financial statements.  Managing the
land includes sales and leases of such land, and the retention of oil and gas
royalties.
  (8)
              On
      June 20, 2007, the Trustees of the Trust authorized a five-for-one split
      of its Sub-share certificates.  The additional Sub-shares
      resulting from the split were distributed on July 12,
      2007.  Sub-share and per Sub-share amounts reflected throughout
      the unaudited financial statements and the notes thereto have been
      retroactively adjusted for the
split.
   Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
  The
following discussion and analysis should be read together with (i) the factors
discussed in Item 1A “Risk Factors” of Part I of our Annual Report to the
Securities and Exchange Commission on Form 10-K for the year ended December 31,
2007, (ii) the factors discussed in Part II, Item 1A “Risk Factors,” if any, of
this Quarterly Report on Form 10-Q and (iii) the Financial Statements, including
the Notes thereto, and the other financial information appearing elsewhere in
this Report.  Period-to-period comparisons of financial data are not
necessarily indicative, and therefore should not be relied upon as indicators,
of the Trust’s future performance.  Words or phrases such as “does not
believe” and “believes”, or similar expressions, when used in this Form 10-Q or
other filings with the Securities and Exchange Commission, are intended to
identify “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.
  Results
of Operations for the Quarter Ended September 30, 2008 Compared to the Quarter
Ended September 30, 2007
  Earnings
per sub-share certificate were $.35 for the third quarter of 2008 compared to
$.24 for the third quarter of 2007.  Total operating and investing
revenues were $6,034,178 for the third quarter of 2008 compared to $5,084,832
for the third quarter of 2007, an increase of 18.7%.  This increase in
revenue was due primarily to increases in oil and gas royalties and sundry
income, which were partially offset by declines in land sales and interest
income, during the third quarter of 2008 compared to the third quarter of
2007.
  In the
third quarter of 2008, land sales totaled $184,400, representing the sale of 447
acres and 87 town lots at an average price of $400 per acre.  In the
comparable period of 2007, land sales totaled $1,857,664, representing the sale
of 1,539 acres at an average price of approximately $1,207 per
acre.
  Rentals,
royalties and sundry income were $5,469,108 for the third quarter of 2008
compared to $2,785,644 for the third quarter of 2007, an increase of
96.3%.  This increase resulted primarily from increases in oil and gas
and sundry income.
  Oil and
gas royalty revenue was $4,656,168 for the third quarter of 2008 compared to
$2,189,938 for the third quarter of 2007, an increase of 112.6%.  Oil
royalty revenue was $3,481,436 for the third quarter of 2008, an increase of
114.6% from the third quarter of 2007.  Crude oil production subject
to the Trust’s royalty interest increased 11.8% in the third quarter of 2008,
and the average price per royalty barrel of crude oil increased 91.8% in the
2008 third quarter compared to the 2007 third quarter.  Gas royalty
revenue was $1,174,732 for the third quarter of 2008, an increase of 106.9% from
the third quarter of 2007.  This increase resulted from an increase of
35.7% in the volume of gas produced, and a price increase of 52.5%.
  Easement
and sundry income was $703,048 for the third quarter of 2008, an increase of
44.2% from the third quarter of 2007.  The increase in sundry income
was primarily attributable to an increase in the number of easements and
increased oil company damage payments.  This category of income is
unpredictable and may vary significantly from quarter to quarter.
   5
  Interest
income, including interest on investments, was $380,670 for the third quarter of
2008 compared to $441,524 for the third quarter of 2007, a decrease of
13.8%.  Interest income is comprised of interest on notes receivable
from land sales and sundry interest from short-term investments of cash on
hand.  Interest on notes receivable was $339,415 for the third quarter
of 2008 compared to $365,460 for the third quarter of 2007, a decrease of
7.1%.  As of September 30, 2008 notes receivable were $18,098,809
compared to $20,135,589 at September 30, 2007, a decrease of
10.1%.  Sundry interest was $41,255 for the third quarter of 2008
compared to $76,064 for the third quarter of 2007, a decrease of
45.8%.  Sundry interest fluctuates based on cash on hand for
investment and interest rates on short-term investments.
  Taxes,
other than Federal income taxes increased 97.4% for the third quarter of 2008
compared to the third quarter of 2007.  This increase is attributable
to an increase in oil and gas production taxes which resulted from the increase
in oil and gas revenue discussed above, as well as a revised margin tax imposed
by the State of Texas.
  General
and administrative expenses for the third quarter of 2008 were $587,937 compared
to $573,478 during the third quarter of 2007, an increase of 2.5%.
  Results
of Operations for the Nine Months Ended September 30, 2008 Compared to the Nine
Months Ended September 30, 2007
  Earnings
per sub-share certificate were $.94 for the first nine months of 2008 compared
to $.58 for the first nine months of 2007.  Total operating and
investing revenues were $16,505,403 for the first nine months of 2008 compared
to $11,630,729 for the first nine months of 2007, an increase of
41.9%.  This increase in revenue and earnings was due primarily to
increases in oil and gas royalty revenue and sundry income, which were partially
offset by declines in land sales and interest income, during the first nine
months of 2008 compared to the first nine months of 2007.
  In the
first nine months of 2008, land sales totaled $823,440, representing the sale of
2,205 acres and 87 town lots at an average price of approximately $371 per
acre.  In the comparable period of 2007, land sales totaled
$1,857,664, representing the sale of 1,539 acres at an average price of
approximately $1,207 per acre.  During the first nine months of 2008,
the Trust purchased 640 acres of land located in Reeves County, Texas from the
State of Texas for an aggregate purchase price of $77,952, or approximately $122
per acre.  While the Trust is generally not a purchaser of land, the
parcels purchased (which were among others offered for sale by the state) were
interspersed among parcels already owned by the Trust.  The purchase
of these parcels will make the Trust’s holdings in Reeves County more
contiguous.
  Rentals,
royalties, and sundry income were $14,436,651 for the first nine months of 2008
compared to $8,385,051 for the first nine months of 2007, an increase of
72.2%.  This increase resulted primarily from increases in oil and gas
royalty income and sundry income.
  Oil and
gas royalty revenue was $12,024,116 for the first nine months of 2008 compared
to $6,853,638 for the first nine months of 2007, an increase of
75.4%.  Oil royalty revenue was $9,002,854 for the first nine months
of 2008, an increase of 79.5% from the first nine months of
2007.  Crude oil production subject to the Trust’s royalty interest
decreased 0.5% in the first nine months of 2008, but this slight decrease in
volume was more than offset by an 80.4% increase in the average price per
royalty barrel received during the first nine months of 2008 compared to the
first nine months of 2007.  Gas royalty revenue was $3,021,262 for the
first nine months of 2008, an increase of 64.4% from the first nine months of
2007.  This increase in gas royalty revenue resulted from an increase
of 40.5% in the volume of gas produced and a 17.0% increase in the average price
of gas sold during the first nine months of 2008 compared to the first nine
months of 2007.
   6
  Easement
and sundry income was $2,030,290 for the first nine months of 2008 compared to
$1,159,092 for the first nine months of 2007, an increase of
75.2%.  The increase in sundry income resulted primarily from an
increase in the number of easements and increased oil company damage
payments.  This category of income is unpredictable and may vary
significantly from period to period.
  Interest
income, including interest on investments, was $1,245,312 for the first nine
months of 2008 compared to $1,388,014 for the first nine months of 2007, a
decrease of 10.3%.  Interest income is comprised of interest on notes
receivable from land sales and sundry interest from short-term investments of
cash on hand.  Interest on notes receivable for the first nine months
of 2008 was $1,040,733, a decrease of 5.8% from the comparable period of
2007.  As of September 30, 2008, notes receivable from land sales were
$18,098,809 compared to $20,135,589 at September 30, 2007, a decrease of
10.1%.  Sundry interest was $204,579 for the first nine months of
2008, a decrease of 27.7% from the first nine months of 2007.  Sundry
interest income fluctuates based on cash on hand for investment and interest
rates on short-term investments.
  Taxes,
other than Federal income taxes increased 96.2% for the first nine months of
2008 compared to the first nine months of 2007.  This increase is
attributable to an increase in oil and gas production taxes which resulted from
the increase in oil and gas revenue discussed above, as well as a revised margin
tax imposed by the State of Texas.
  General
and administrative expenses decreased 5.1% for the first nine months of 2008
compared to the first nine months of 2007.
  Liquidity
and Capital Resources
  The
Trust’s principal sources of liquidity are revenues from oil and gas royalties,
lease rentals and receipts of interest and principal payments on the notes
receivable arising from land sales.  In the past, those sources have
generated more than adequate amounts of cash to meet the Trust’s needs and, in
the opinion of management, should continue to do so in the foreseeable
future.
  Item
3.    Quantitative and Qualitative Disclosures About Market
Risk
  There
have been no material changes in the information related to market risk of the
Trust since December 31, 2007.
  Item
4.    Controls and Procedures
  Pursuant
to Rule 13a-15, management of the Trust under the supervision and with the
participation of Roy Thomas, the Trust’s Chief Executive Officer, and David M.
Peterson, the Trust’s Chief Financial Officer, carried out an evaluation of the
effectiveness of the design and operation of the Trust’s disclosure controls and
procedures as of the end of the Trust’s fiscal quarter covered by this Report on
Form 10-Q.  Based upon that evaluation, Mr. Thomas and Mr. Peterson
concluded that the Trust’s disclosure controls and procedures are effective in
timely alerting them to material information relating to the Trust required to
be included in the Trust’s periodic SEC filings.
  There
have been no changes in the Trust’s internal control over financial reporting
during the Trust’s most recently completed fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Trust’s internal
control over financial reporting.
   7
  PART
II
 OTHER
INFORMATION
  Item
1A.  Risk Factors
  There
have been no material changes in the risk factors previously disclosed in
response to Item 1A “Risk Factors” of Part I of the Trust’s Annual Report to the
Securities and Exchange Commission on Form 10-K for the year ended December 31,
2007.
  Item
2.                      Unregistered Sales of Equity
Securities and Use of Proceeds
  (c)
              During
      the third quarter of 2008, the Trust repurchased Sub-share certificates as
      follows:
  
 Period
              
              Total
      Number of
                  Sub-shares
                  Purchased
              
              Average
      Price
                  Paid
      per Sub-
                  share
              
              Total
                  Number
      of Sub-
                  shares
      Purchased as
                  Part
      of
                  Publicly
                  Announced
                  Plans
      or
                  Programs
              
              Maximum
                  Number
      (or
                  Approximate
                  Dollar
      Value) of
                  Sub-shares
      that
                  May
      Yet Be
                  Purchased
      Under
                  the
      Plans or
                  ProgramsJuly
      1, through July 31, 2008
              
              26,106
              
              $44.34
              
              –
              
              –August
      1, through August 31, 2008
              
              8,276
              
              $39.69
              
              –
              
              –September
      1, through September 30, 2008
              
              35,083
              
              $39.44
              
              –
              
              –Total
              
              69,465*
              
              $41.31
              
              –
              
              –
 
  *  The
Trust purchased and retired 69,465 Sub-shares in the open market.
  Item
6.  Exhibits
  31.1
              Rule
      13a-14(a) Certification of Chief Executive
  Officer.
  31.2
              Rule
      13a-14(a) Certification of Chief Financial
  Officer.
  32.1
              Certification
      of Chief Executive Officer furnished pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
  32.2
              Certification
      of Chief Financial Officer furnished pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
  8
  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.
  
 TEXAS PACIFIC LAND TRUST(Registrant)Date:  November
      6, 2008
                
                By:
                /s/
      Roy ThomasRoy
      Thomas, General Agent,
                  Authorized
      Signatory and Chief Executive
                  Officer
 
 
 Date:  November
      6, 2008
              
              By:
              /s/
      David M. PetersonDavid
      M. Peterson, Assistant General Agent,
                and
      Chief Financial Officer
 
 
 
   9
  INDEX
TO EXHIBITS
  
 EXHIBIT
                NUMBER
              
              DESCRIPTION31.1
              
              Rule
      13a-14(a) Certification of Chief Executive Officer.31.2
              
              Rule
      13a-14(a) Certification of Chief Financial Officer.32.1
              
              Certification
      of Chief Executive Officer furnished pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
              
              Certification
      of Chief Financial Officer furnished pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.