**Exhibit 31**

**CERTIFICATION**

I, Mike Ulrich, certifythat:

1.                Ihave reviewed this quarterly report on Form 10-Q of TEL OffshoreTrust, for which The Bank of New York Trust Company, N.A. acts as CorporateTrustee;

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) and 15d-15(e)),or for causing such controls and 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 me 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 thisreport based on such evaluation; and

c)                Disclosedin this report 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 the registrant’sinternal control over financial reporting; and

5.                Ihave disclosed, based on my most recent evaluation, to the registrant’sauditors:

a)                Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control 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 persons who have asignificant role in the registrant’s internal control over financial reporting;and

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: May 15, 2007 |       | /s/ MIKE  ULRICH                           |
|-------------------------|------------|--------------------------------------------|
| ** **              | ** ** | **Mike Ulrich,**                           |
| * *                | * *   | *Vice President*                           |
| * *                | * *   | *The Bank of New York Trust Company, N.A.* |

 

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