**SCHEDULE
      14A INFORMATION**


Proxy
      Statement Pursuant to Section 14(a) of the Securities Exchange
      Act of 1934 (Amendment No.   )


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              permitted by Rule 14a-6(e)(2))


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              Proxy Statement


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              Additional Materials


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              Material Under Rule
              14a-12


**North
                European Oil Royalty Trust**
                (Name
                of
                Registrant as Specified In Its Charter)


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              of
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              Registrant)


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              0-11.


1)
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              Act Rule 0-11(a)(2) and identify the filing for which the offsetting
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              previously paid:2)
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              Filed:





**NORTH
        EUROPEAN OIL ROYALTY TRUST**
  **Suite
        19A, 43 West Front Street**
  **Red
        Bank, New Jersey 07701**
   **NOTICE
        OF ANNUAL MEETING OF UNIT OWNERS**
 
 **February
        13, 2008**
 
 *To
        the Unit Owners of*
 NORTH
        EUROPEAN OIL ROYALTY TRUST:
  NOTICE
        IS
        HEREBY GIVEN that the Annual Meeting of Unit Owners of NORTH EUROPEAN OIL
        ROYALTY TRUST (the "Trust"), pursuant to Article 14 of its Agreement of Trust
        will be held on Wednesday, February 13, 2008, at 1:00 P.M., in The Breakfast
        Room, Seventh Floor, at The University Club, 1 West 54th Street, New York,
        New
        York 10019 (corner of Fifth Avenue; entrance on 54th Street) for the following
        purposes:
  (1)
              To
                  elect five persons as Trustees to serve until the next annual meeting
                  of
                  unit owners or until their respective successors are duly elected
                  and
                  qualified.
 
 (2)
              To
                  amend the North European Oil Royalty Trust Agreement of Trust (the
“Trust
                  Agreement”) to clarify that units of beneficial interest in the Trust may
                  be issued in uncertificated (book entry)
                  form.
 
 (3)
              To
                  amend the Trust Agreement to provide that the Trust shall have
                  a perpetual
                  life.
 
 (4)
              To
                  transact such other business as may properly come before the
                  meeting.
 
 The
        transfer books of the Trust will not be closed.  Only unit owners of
        record as of the close of business on January 2, 2008 will be entitled to
        notice
        of and to vote at the annual meeting.
  BY
        ORDER
        OF THE TRUSTEES:
  ROBERT
                  P. ADELMAN*Managing
                  Trustee*
 **January
        10, 2008**
    **If
        you plan to attend the meeting, please note that The University Club has
        a dress
        code. Gentlemen are required to wear a jacket and tie, and ladies are required
        to wear business attire. The University Club does not make
        exceptions.**
  **If
        you do not expect to be present in person, you are urged to sign and return
        the
        enclosed proxy in the enclosed postage-paid envelope as soon as
        possible.**
 
  
  
 
 **NORTH
        EUROPEAN OIL ROYALTY TRUS**T
 **Suite
        19A, 43 West Front Stree**t
 **Red
        Bank, New Jersey 0770**1
 **(732)
        741-400**8
 
  **PROXY
        STATEMENT**
   This
        proxy statement is furnished in connection with the solicitation of proxies
        by
        the Trustees of NORTH EUROPEAN OIL ROYALTY TRUST (the "Trust") to be used
        at the
        Annual Meeting of Unit Owners to be held on Wednesday, February 13, 2008
        and any
        adjournment or adjournments thereof for the purposes set forth in the
        accompanying notice of annual meeting. Only unit owners of record at the
        close
        of business on January 2, 2008 will be entitled to vote at such meeting.
        Proxies
        properly executed and received in time to be presented at the meeting will be
        voted as specified in such proxies. If no instructions are specified in such
        proxies, units of beneficial interest in the Trust ("units") will be voted
        for
        the election of the Trustees, for the approval of amendments to the Trust
        Agreement to clarify that units of beneficial interest in the Trust may be
        issued in uncertificated (book entry) form and for the approval of amendments
        to
        the Trust Agreement to provide that the Trust shall have a perpetual
        life.  The Trustees do not know of any matters, other than as
        described in the Notice of Annual Meeting of Unit Owners, which are to come
        before the annual meeting. If any other matters are properly presented at
        the
        annual meeting for action, the persons named in the enclosed form of proxy
        and
        acting thereunder will have the discretion to vote on such matters in accordance
        with their best judgment.
  Any
        proxy
        may be revoked at any time prior to its being exercised by filing with the
        Managing Trustee, at the address of the Trust above, written notice of such
        revocation or a duly executed proxy bearing a later date, or by attending
        and
        voting in person at the annual meeting. Owners of units registered in the
        name
        of a nominee (e.g. units held by brokers in "street name") who wish to vote
        in
        person at the annual meeting should contact the nominee to obtain appropriate
        authority to vote such units at the annual meeting. Attendance at the annual
        meeting will not in and of itself constitute revocation of a proxy. This
        proxy
        statement and the proxy included herewith are being mailed to unit owners
        on or
        about January 10, 2008.
  The
        Trust
        was formed on September 10, 1975, pursuant to a vote of the shareholders
        of
        North European Oil Company, a predecessor corporate entity.  There
        were 9,190,590 units of the Trust outstanding on January 2, 2008. This number
        of
        units represents all authorized units. Each unit owner is entitled to one
        vote
        for each unit he or she holds or represents. Any number of units represented
        in
        person or by proxy will constitute a quorum for all purposes at the annual
        meeting.
  The
        affirmative vote of a majority of units represented in person or by proxy
        at the
        annual meeting is required to elect any person a Trustee of the
        Trust.  The affirmative vote of a majority of the outstanding units is
        required to approve the proposed amendments to the Trust
        Agreement.  With regard to the election of Trustees, votes may be cast
        in favor of all nominees or withheld with respect to all or certain nominees;
        votes that are withheld will be counted as present for purposes of the election
        of Trustees and, thus, will have the same effect as a vote “against” such
        election.   A unit owner may also abstain from voting on the
        approval of the amendments to the Trust Agreement. Because these amendments
        require the affirmative vote of a majority of the outstanding units, such
        abstentions will have the same effect as a vote “against” such
        amendments.
  In
        the
        event of a broker non-vote with respect to any issue coming before the annual
        meeting, such nonvoting units will not be deemed present and entitled to
        vote as
        to that issue for purposes of determining the total number of units represented
        in person or by proxy.  A “broker non-vote” occurs if a broker or
        other nominee who is entitled to vote units on behalf of a record owner has
        not
        received instructions with respect
   2
  to
        a
        particular item to be voted on, and the broker or nominee does not otherwise
        have discretionary authority to vote on that matter.  Under the rules
        of the New York Stock Exchange (“NYSE”), brokers may vote a client’s proxy in
        their own discretion on certain items even without instructions from the
        beneficial owner, but may not vote a client’s proxy without voting instructions
        on “non-discretionary” items.  The election of Trustees and the
        approval of amendments to the Trust Agreement are considered “discretionary”
items.
  The
        Trustees do not expect that the cost of soliciting proxies will exceed the
        amount normally expended for a proxy solicitation for an election of directors
        or trustees and all such costs will be borne by the Trust. In addition to
        the
        use of the mail, some proxies may be solicited personally by the Trustees
        without additional compensation. The Trustees may reimburse persons holding
        units in their names or in the names of their nominees for their expenses
        in
        sending the soliciting materials to their principals.
  **ELECTION
        OF TRUSTEES**
  **(Item
        1 on Proxy Card)**
  The
        persons named in the accompanying proxy intend to vote for the election of
        the
        five individuals named below to serve until the next annual meeting of unit
        owners, or until their successors have been duly elected and qualified. All
        of
        the nominees are presently serving as Trustees.  The Trustees are
        informed that all nominees are willing to serve, but if any such person shall
        decline or shall become unable to serve as a Trustee for any reason, votes
        will
        be cast instead for a substitute nominee, if any, designated by the present
        Trustees, or, if none is so designated prior to election, said votes will
        be
        cast according to the judgment of the person or persons voting the
        proxy.
  **Nominees
        for Election as Trustees**
  The
        following sets forth certain information about the nominees for election
        as
        Trustees:
  *Robert
        P. Adelman,*77, is a director or trustee of various profit and
        non-profit companies. Mr. Adelman has been a Trustee since 1987.
  *Samuel
        M. Eisenstat,*67, an attorney, currently serves as the Chief
        Executive Officer of Abjac Energy Corp. Mr. Eisenstat serves as a director
        or
        trustee of a number of open and closed end funds managed by AIG SunAmerica
        Asset
        Management Corp.  Mr. Eisenstat has been a Trustee since
        1996.
  *Lawrence
        A. Kobrin,*74, is senior counsel with the law firm of Cahill Gordon
& Reindel LLP, a position he has held since January 1, 2007. Prior
        to such
        time, Mr. Kobrin was a partner at Cahill Gordon & Reindel LLP, a position he
        held since 1984.  Cahill Gordon & Reindel LLP serves as counsel to
        the Trust.  Mr. Kobrin has been a Trustee since 2006.
  *Willard
        B. Taylor,*67, has been a partner with the law firm of Sullivan and
        Cromwell, LLP, a position he has held for the period from 1972 through 2007.
        Mr.
        Taylor has been a Trustee since 1974 and also served as a director of North
        European Oil Company from 1970 to 1972.
  *Rosalie
        J. Wolf,*66, is Managing Partner of Botanica Capital Partners LLC, a
        position she has held since 2004. From 2001-2003, Ms. Wolf was a managing
        director and senior advisor of Offit Hall Capital Management LLC (and
        predecessor entity). From 1994-2000, Ms. Wolf was the Treasurer and Chief
        Investment Officer of The Rockefeller Foundation.  Ms. Wolf has been a
        Trustee since 2001.
 
  3
  
 **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
 **Unit
        Ownership of Trustees and Executive Officers**
 The
        following table sets forth the number of units beneficially owned as of December
        3, 2007 by each Trustee and nominee for Trustee, the individual named in
        the
        summary compensation table set forth below under “Executive Compensation,” and
        all Trustees and executive officers as a group.
  **Number
                  of****Shares**
              **Percentage****Beneficially**
              **Beneficially****Name
                  and Position of Beneficial Owner**
              **Owned**
              **Owned
                  (1)**Robert
                  P. Adelman, Managing Trustee
              7,000
              *Samuel
                  M. Eisenstat, Trustee
              5,000
              *Lawrence
                  A. Kobrin, Trustee (2)
              1,500
              *Willard
                  B. Taylor, Trustee
              6,619
              *Rosalie
                  J. Wolf, Trustee
              2,000
              *John
                  R. Van Kirk, Managing Director (3)
              7,551
              *All
                  Trustees and executive officers as a group (6 persons)
              29,670
              *
 _________________
 
 *
        Less
        than one percent
 
 (1)
              Percentage
                  computations are based upon all outstanding units. Percentage computations
                  for each Trustee and the Managing Director include units deemed
                  to be
                  owned indirectly even when beneficial ownership has been disclaimed
                  as set
                  forth in note (2).
 
 (2)
              Includes
                  500 units owned by Mr. Kobrin’s wife, in which units he disclaims
                  beneficial interest.
 
 (3)
              Mr.
                  Van Kirk, 55, has been the Managing Director of the Trust since
                  1990.
                  Mr.
                  Van Kirk’s units are all pledged as security in a margin account he
                  maintains.
 
 **Other
        Unit Ownership**
  No
        person
        known to the Trust owns beneficially more than 5% of the Trust’s
        units.
 
  4
  
 
 **AMENDMENTS
        TO TRUST AGREEMENT**
  **(Items
        2 and 3 on Proxy Card)**
  The
        Trust
        is asking the unit owners to approve two sets of amendments to the Trust
        Agreement.  The first set of amendments, which is listed as Item 2 on
        the enclosed proxy card, clarifies that units of beneficial interest in the
        Trust may be issued in uncertificated (book entry) form.  The second
        set of amendments, which is listed as Item 3 on the enclosed proxy card,
        provides that the Trust shall have a perpetual life.
  **Uncertificated
        Units**
  On
        August
        8, 2006, the NYSE received approval from the SEC for certain rules relating
        to
        direct registration system (“DRS”) eligibility of listed securities. The rules
        require all securities listed on the NYSE (subject to certain exceptions
        not
        applicable to the Trust) to be eligible for inclusion in a DRS by January
        1,
        2008. To be eligible for inclusion in a DRS, an issuer’s charter and bylaws need
        to permit the issuance of uncertificated securities. In the case of the Trust,
        those documents are the Trust Agreement and the Trustees’
Regulations.  The Trustees’ Regulations have been previously amended
        to permit the issuance of uncertificated units. The current version of the
        Trust
        Agreement does not specifically reference the concept of uncertificated units.
        However, Section 3.3 of the Trust Agreement does provide that “Certificates
        shall be in such form as the Trustees may from time to time find necessary
        or
        desirable.”  The Trustees have determined, based on that provision,
        that units may be issued in uncertificated form. Although eligible to
        participate, the Trustees have not made a determination to participate in
        a DRS.
        However, the Trustees will consider this issue from time to time.
  For
        the
        avoidance of doubt, the Trustees believe that the Trust Agreement should
        be
        amended as follows to clarify that units of beneficial interest in the Trust
        may
        be issued in uncertificated form:
  1.
        Section 2.2 of the Trust Agreement shall be amended and restated in its entirety
        to read as follows:
 
 “SECTION
        2.2. *Certificate
        or Certificates*shall mean any Certificate or Certificates, as the
        case may be, issued under this Agreement.  Notwithstanding anything to
        the contrary in this Agreement, in lieu of issuing Certificates in physical
        form, ownership of Units may be evidenced by book entry or otherwise in
        uncertificated form. If Units are evidenced by book entry or in uncertificated
        form, all references in this Agreement to Certificates shall be deemed to
        include references to the Units as evidenced by book entry or other
        uncertificated form, and references to the issuance of Certificates shall
        include references to the registration of the owner of a Unit and the issuance
        of any confirmation thereof that may be deemed appropriate by the Trustees
        or
        required by law.”
 
 2.
        Section 2.3 of the Trust Agreement shall be amended and restated in its entirety
        to read as follows:
 
 “SECTION
        2.3. *Certificate
        Holder*, or any similar terms, shall mean the registered owner of a
        Unit, whether held in certificated or uncertificated form, as shown by the
        registration books maintained by the Trustees.
 
 3
        Section
        3.1 of the Trust Agreement shall be amended by replacing the first three
        sentences thereof with the following:
 
 “If
        Units
        are to be evidenced by physical Certificates, the form of such Certificates
        shall be determined by Trustees from time to time.  The Trustees shall
        forthwith issue any physical Certificates as directed by
   5
  
  the
        Company.  The number of Units represented by any physical Certificate
        shall be designated on said Certificate.”
  4.
        Section 3.3 of the Trust Agreement shall be amended and restated in its entirety
        to read as follows:
  “SECTION
        3.3. *Form
        and Execution*. The Units shall be evidenced in such form (including
        uncertificated form) as the Trustees may from time to time find necessary
        or
        desirable.  All Units in certificated form shall be executed by the
        manual or facsimile signatures of the Managing Trustee and one other
        Trustee.”
 
 5.
        Section 3.4 of the Trust Agreement shall be amended and restated in its entirety
        to read as follows:
 
 “SECTION
        3.4. *Registration
        of Certificates*. The Trustees shall cause to be kept, at a place or
        places within or without the State of Delaware, books (either in paper or
        electronic form or such other form as the Trustees may from time to time
        find
        necessary or desirable) for the registration and transfer of Units (herein
        sometimes called the “register”); and, upon presentation for such purpose of a
        Certificate or of an instruction to transfer an uncertificated Unit, the
        Trustees shall, under such reasonable regulations as they may prescribe,
        cause
        to be registered or transferred therein, any of such Units. Certificate Holders
        or their duly authorized representatives shall have the right, upon reasonable
        prior written notice to the Trustees, and in accordance with reasonable
        regulations prescribed by the Trustees, to inspect and make copies of the
        register.”
 
 6
        Section
        3.5 of the Trust Agreement shall be amended and restated in its entirety
        to read
        as follows:
 
 “SECTION
        3.5. *Transfer
        of Certificates.  The Certificates*and the interest
        represented thereby (but no fractional part of a single Unit thereof) may
        be
        transferred by the holder thereof in person or by a duly authorized agent
        or
        attorney, or by the properly appointed legal representative of the holder,
        (x)
        in the case of a Certificate in certificated form, upon the surrender of
        the
        Certificate, duly executed for transfer, to the Trustees with directions
        that
        such transfer be made and recorded in the register of the Trustees, and (y)
        in
        the case of a Unit evidenced in uncertificated form, upon the delivery of
        a
        transfer instruction, and in each case upon the delivery of such other documents
        as the Trustees may reasonably require and upon the payment of the reasonable
        transfer charges, if any, established by the Trustees for the purpose of
        reimbursing the Trustees for the expenses incident thereto.  Until any
        such transfer is recorded in the register of the Trustees, the Trustees may
        treat the holder of record of any Certificate as the owner thereof for all
        purposes and shall not be charged with notice of any claim or demand to such
        Certificate or the interest of any other person. The ownership and registration
        of the Certificates may be in any form which applicable law permits, subject
        to
        the reasonable regulation thereof by the Trustees.”
  **Duration
        of Trust**
  The
        current version of the Trust Agreement provides that the life of the Trust
        is
        capped at 21 years following the death of the survivor of the persons named
        in
        Exhibit D to the Trust Agreement.   As a result of changes to
        Delaware law relating to trust life, the Trustees are proposing to amend
        the
        Trust Agreement to eliminate this cap and provide that the life of the Trust
        would be in perpetuity, except as may be limited by applicable law. This
        amendment only relates to the normal term of the Trust set forth in the Trust
        Agreement and it does not affect any of the other termination provisions
        in the
        Trust Agreement, such as (1) earlier termination because of diminished
        royalties, (2) termination by unit owners and (3) termination upon sales
        of the
        trust estate. The Trust Agreement would be amended as follows:
 
 1.
        Section 4.3 of the Agreement of Trust shall be amended and restated in its
        entirety to read as follows:
 
  6
  
 
 “SECTION
        4.3. *Normal
        Term*. The trust is established to continue in perpetuity, provided
        that in the event the duration of this trust is necessarily limited by the
        applicable laws of the State of Delaware or any other state to a term which
        is
        shorter than the term hereinabove set forth and a court of competent
        jurisdiction has finally determined that such shorter term must be used and
        the
        laws of such state must be applied in determining the duration of this trust,
        then and in such event this trust shall continue for the maximum period
        permitted under the laws of said state for the duration of this
        trust.”
 
 2.
        Exhibit D to the Agreement of Trust shall be deleted in its
        entirety.
 
 **Recommendations**
  The
        Trustees believe that the clarification and extension would be in the best
        interests of the unit owners and permit the Trust to fully conform to present
        laws.  As a result and for the other reasons discussed above, the
        Trustees recommend a vote “**FOR**”
        approval of both sets of amendments to the Trust Agreement.  Each set
        of amendments is a separate item on the enclosed proxy card and unit owners
        may
        vote differently on the two items.
  **EXECUTIVE
        COMPENSATION**
  **Compensation
        Discussion and Analysis**
  There
        is
        only one executive officer of the Trust, its Managing Director.  The
        Compensation Committee is responsible for recommending to the Trustees for
        approval all aspects of the compensation of the Managing Director. The
        compensation of the Trustees is primarily set by the Trust Agreement, but
        the
        Compensation Committee is responsible for recommending to the Trustees for
        approval any additional compensation to Trustees for serving in roles such
        as
        the Managing Trustee, a committee chair or the clerk of the
        Trustees.  See “—Trustee Compensation” below.  The
        Compensation Committee has not historically retained any compensation
        consultants to assist it in this process.
  The
        Trust
        is a passive fixed investment trust which holds overriding royalty rights,
        receives income under those rights from certain operating companies, pays
        its
        expenses and distributes the remaining net funds to its unit owners. The
        Trust
        does not engage in any business or extractive operations of any kind in the
        areas over which it holds royalty rights and is precluded from engaging in
        such
        activities by the Trust Agreement. As a result, the Trust’s financial results
        are determined primarily by factors not within the control of its executive
        or
        the Trustees, including energy prices in Europe, currency exchange rates,
        energy
        supply contracts and the operating companies’ production and sales levels. The
        Compensation Committee believes that the time required and the level of skill
        with which the Managing Director handles the administrative and financial
        affairs of the Trust, rather than the Trust’s financial results, are the
        significant factors in determining his compensation.
  In
        setting the annual compensation of the Managing Director, the Compensation
        Committee considers the historic level of compensation paid to the Managing
        Director and, as noted above, the time required and the level of skill with
        which the Managing Director handles the administrative and financial affairs
        of
        the Trust.  In addition, in the case of the current Managing Director
        (who has served in this role since 1990), the Compensation Committee takes
        into
        account the value of his continued performance and knowledge of the Trust,
        which
        he has gained over many years.
  Historically,
        the compensation package for the Managing Director has consisted of a base
        salary and, on occasion, a cash bonus. No long-term incentive compensation
        has
        been paid and, as a result of the format of the Trust, no equity-based
        compensation can be made available.
 
  7
  
 
 Recently,
        the Trust has established a savings incentive match plan for employees (SIMPLE
        IRA) that is available to all employees of the Trust, including the Managing
        Director.  The Trustees have authorized the making of contributions by
        the Trust to the accounts of employees, on a matching basis, of up to 3%
        of cash
        compensation paid to each such employee.
  Although
        the Trust does not engage in any formal benchmarking, as a means of testing
        its
        judgment, the Committee has, from time to time, explored the costs of alternate
        or substitute performance of the management functions by a corporate service
        firm or similar entity and found that the fees to be charged by such entities
        to
        perform these functions would be more costly to the Trust and the unit
        owners.
  The
        Trust
        does not maintain any severance or change of control plans or any employment
        contracts.  As a result, the Managing Director is not entitled to
        receive any severance or other benefits in the case of a termination event
        or a
        change of control. The Trust does have any formal unit ownership requirements
        or
        guidelines.
  For
        calendar 2007, the Managing Director received a bonus of $5,000, which was
        paid
        in January 2007 and an increase of $5,000 in his annual base compensation.
        For
        calendar 2008, the Managing Director’s annual base compensation remained fixed
        at $105,000 and he was scheduled to receive a bonus of $7,500 in January
        2008.
  **Compensation
        Committee Report**
  The
        Compensation Committee has reviewed and discussed the Compensation Discussion
        and Analysis (which is set forth above) with management. Based on this review
        and discussions, the Compensation Committee recommended to the Trustees that
        the
        Compensation Discussion and Analysis be included in this Proxy
        Statement.
  Samuel
        M.
        Eisenstat, Chairman
 Robert
        P.
        Adelman
 Lawrence
        A. Kobrin
 Willard
        B. Taylor
 Rosalie
        J. Wolf
 
 **Summary
        Compensation Table**
  Set
        forth
        below is a table summarizing the compensation of the Managing Director (the
        only
        executive officer of the Trust) for fiscal 2007.
 
 All
                  OtherSalary
                  ($)
              Bonus
              Compen-Name
                  and Principal Position
              Year
              (1)
              ($)
              sation
                  ($)
              Total
                  ($)John
                  R. Van Kirk  -Managing Director
              2007
              $104,167
              $
                  5,000
              $
                  0
              $109,167
 
 (1)
              Mr.
                  Van Kirk’s salary is determined on a calendar year basis and was $100,000
                  for calendar 2006 and $105,000 for calendar
                  2007.
  8
  
 **Trustee
        Compensation**
  Set
        forth
        below is a table summarizing the compensation earned by the Trustees during
        fiscal 2007.
  Fees
                  Earned or Paid in
              All
                  OtherName
              Cash
                  ($)
              Compensation
                  ($)
              Total
                  ($)Robert
                  P. Adelman  -Managing Trustee
              $
                  85,383
              $
                  0
              $
                  85,383Samuel
                  M. Eisenstat  -Audit Committee Chairman
              $
                  65,383
              $
                  0
              $
                  65,383Lawrence
                  A. Kobrin  -Clerk
              $
                  65,383
              $
                  0
              $
                  65,383Willard
                  B. Taylor  -Trustee
              $
                  55,383
              $
                  0
              $
                  55,383Rosalie
                  J. Wolf  -Trustee
              $
                  55,383
              $
                  0
              $
                  55,383
 
 Under
        the
        provisions of the Trust Agreement approved by the Delaware Court of Chancery
        and
        the shareholders of the Trust’s predecessor at the formation of the Trust, each
        Trustee receives a yearly fee equal to 0.2% of the gross royalties and interest
        received during the year by the Trust.  Based upon this formula, each
        Trustee earned a fee of $55,382.80 during fiscal 2007.  Any
        compensation for additional services provided to the Trust is recommended
        by the
        Compensation Committee for approval by the Trustees with the respective
        individual not participating.  For fiscal 2007, the Trustees set the
        additional compensation for Mr. Adelman for his service as Managing Trustee
        at
        an annual rate of $30,000.  For fiscal 2007, the Trustees set the
        additional compensation for Mr. Eisenstat for service as Audit Committee
        Chairman at an annual rate of $10,000. For fiscal 2007, the Trustees set
        the
        additional compensation for Mr. Kobrin for service as clerk of the Trustees
        at
        an annual rate of $10,000.  The Trustees are also reimbursed for
        reasonable out-of-pocket expenses incurred in connection with travel and
        accommodations for meetings of the Trustees.  For fiscal 2007, total
        out-of-pocket expenses for all the Trustees were $1,780. The Trustees do
        not
        receive, either directly or indirectly, securities or property, retirement
        or
        insurance benefits or personal benefits or other similar forms of
        compensation.
  **TRANSACTIONS
        WITH RELATED PERSONS**
  **Transactions
        with Related Persons**
  The
        following transactions, although not required to be reported in this proxy
        statement, occurred during fiscal 2007.
  John
        R.
        Van Kirk, the Managing Director of the Trust, provides office space and office
        services to the Trust at cost.  During fiscal 2007, the Trust
        reimbursed him a total of $28,381 for such office space and office
        services.  As of January 1, 2007, Lawrence A. Kobrin, a Trustee of the
        Trust, was named Senior Counsel at Cahill Gordon & Reindel LLP which serves
        as counsel to the Trust.  Prior to such time, Mr. Kobrin was a partner
        at Cahill Gordon & Reindel LLP.  For fiscal 2007, the Trust paid
        Cahill Gordon & Reindel LLP $76,357 for legal services.  During
        fiscal 2007, John H. Van Kirk, the father of John R. Van Kirk, received $9,000
        as the balance of his previously agreed upon salary as Managing Trustee and
        $7,500 for his service as Founding Trustee Emeritus.
  **Review,
        Approval or Ratification of Transactions with Related
        Persons**
  The
        Trustees have adopted a written policy with respect to transactions with
        related
        persons (the “Policy”). The Policy is set forth in the Trust’s Code of Conduct
        and Business Ethics and is available on the Trust’s website at *www.neort.com/ethics.html*.
        The Policy provides that any proposed Related Person Transaction (as defined
        below) be submitted to the Trustees for consideration.  In determining
        whether or
   9
  
  not
        to
        approve the transaction, the Policy provides that the Trustees shall consider
        all of the relevant facts and circumstances available to the Trustees, including
        (if applicable):  the benefits to the Trust; the impact on the Related
        Person’s (as defined below) independence; the availability of other sources for
        comparable products or services; the terms of the transaction; and the terms
        available to unrelated third parties or to employees
        generally.   The Policy provides that the Trustees shall approve
        only those Related Person Transactions that are in, or are not inconsistent
        with, the best interests of the Trust and its unit owners.
  For
        purposes of the Policy, a “Related Person Transaction” is a transaction,
        arrangement or relationship (or any series of similar transactions, arrangements
        or relationships) in which the Trust was, is or will be a participant, and
        in
        which any Related Person had, has or will have a direct or indirect material
        interest.
  For
        purposes of the Policy, a “Related Person” means (1) any person who is, or at
        any time since the beginning of the Trust’s last fiscal year was, a Trustee or
        executive officer of the Trust or a nominee to become a Trustee of the Trust;
        (2) any person who is known to be the beneficial owner of more than 5% of
        Trust’s units; and (3) any immediate family member of any of the foregoing
        persons, which means any child, stepchild, parent, stepparent, spouse, sibling,
        mother-in-law, father-in-law, son-in-law, daughter-inlaw, brother-in-law,
        or
        sister-in-law of the Trustee, executive officer, nominee or more than 5%
        beneficial owner, and any person (other than a tenant or employee) sharing
        the
        household of such Trustee, executive officer, nominee or more than 5% beneficial
        owner.
  **AUDIT
        COMMITTEE**
  All
        of
        the Trustees, with the exception of Lawrence A. Kobrin, constitute the Audit
        Committee of the Trustees of North European Oil Royalty Trust.  The
        Audit Committee meets the definition of an audit committee set forth in Section
        3(a)(58)(A) of the Exchange Act.  All of the members of the Audit
        Committee are “independent” as that term is defined in the rules of the
        Securities & Exchange Commission and the applicable listing standards of New
        York Stock Exchange.  The Trustees have determined that both Robert P.
        Adelman and Rosalie J. Wolf are financial experts, as the term is defined
        in the
        Commission rules. The Audit Committee is chaired by Samuel M.
        Eisenstat.  The Trustees of North European Oil Royalty Trust have
        adopted a written Charter outlining the duties and responsibilities of the
        Audit
        Committee. Mr. Eisenstat serves on the audit committees of several funds
        managed
        by AIG Sun America Asset Management Corp. The Trustees have determined that
        such
        service by Mr. Eisenstat does not impair his ability to effectively serve
        on the
        Trust’s Audit Committee.
  Pursuant
        to the Audit Committee Charter and the requirements of the Securities and
        Exchange Commission, the Audit Committee has provided the following report
        for
        inclusion in this proxy statement:
 
  10
  
 ***Report
                  of the Audit Committee of the Trustees of North European Oil Royalty
                  Trust***The
                  undersigned constitute the members of the Audit Committee.  In
                  connection with the proxy statement in which this report appears
                  and the
                  distribution to unit owners of the financial reports for the Trust’s
                  fiscal year ended October 31, 2007, the Audit Committee reports
                  as
                  follows:1.   The
                  Audit Committee has reviewed and discussed the audited financial
                  statements for the Trust for the fiscal year ended October 31,
                  2007 with
                  the Managing Director of the Trust, constituting its ongoing
                  management.2.   The
                  Audit Committee has discussed with representatives of Weiser LLP,
                  the
                  independent registered public accounting firm of the Trust, the
                  matters
                  required to be discussed by the statement on Auditing Standards
                  No. 61, as
                  amended (AICPA, *Professional
                  Standards*, Vol. 1. AU section 380), as adopted by the Public
                  Company Accounting Oversight Board in Rule 3200T.3.   The
                  Audit Committee has received the written disclosures and the letter
                  from
                  Weiser LLP, the independent registered public accounting firm,
                  required by
                  Independence Standards Board Standard No. 1 (Independence Standards
                  Board
                  Standard No. 1, *Independence
                  Discussions with Audit Committees*), as adopted by the Public
                  Company Accounting Oversight Board in Rule 3600T, and has discussed
                  with
                  Weiser LLP their independence.4.   Based
                  on the review and discussions described in this report, the Audit
                  Committee recommended to the Trustees that the audited financial
                  statements be included in the Trust’s Annual Report on Form 10-K for the
                  fiscal year ended October 31, 2007 for filing with the Securities
                  and
                  Exchange Commission.Samuel
                  M. Eisenstat, ChairmanWillard
                  B. TaylorRobert
                  P. AdelmanRosalie
                  J. Wolf
 
   11
  
  **AUDITOR
        MATTERS**
  A
        representative of Weiser LLP is expected to attend the annual meeting and
        to be
        available to respond to appropriate questions from unit owners. The
        representative from Weiser LLP will also have the opportunity to make a
        statement at the meeting if he chooses to do so.
  **Resignation
        and Appointment of Independent Auditors**
  Effective
        July 18, 2006 the Audit Committee approved the appointment of Weiser LLP
        as the
        Trust’s new independent registered public accounting firm replacing Ernst &
Young LLP (“E&Y LLP”).  This action was taken primarily to reduce
        the Trust’s audit and audit-related expenses.
  With
        respect to the audit of the Trust’s financial statements for the fiscal year
        ended October 31, 2005 and the subsequent interim periods through April 30,
        2006
        and through the date of dismissal, there were no disagreements with E&Y LLP
        on any matter of accounting principles or practices, financial statement
        disclosure, or auditing scope or procedure, which disagreements, if not resolved
        to the satisfaction of E&Y LLP, would have caused E&Y LLP to make
        reference to the subject matter of the disagreements in connection with its
        report. Further, the audit report of E&Y LLP on the financial statements of
        the Trust for the year ended October 31, 2005 did not contain an adverse
        opinion
        or a disclaimer of opinion and were not qualified or modified as to uncertainty,
        audit scope or, except as noted in the following sentence, as to accounting
        principles. E&Y LLP noted in its opinion that the Trust’s financial
        statements have been prepared on the modified cash basis of accounting, which
        is
        a comprehensive basis of accounting other than U.S. generally accepted
        accounting principles. In the opinion of the Trustees and the Trust’s management
        the use of the cash basis provides a more meaningful presentation to unit
        owners
        of the results of operations of the Trust.
  During
        the Trust’s fiscal year ended October 31, 2005 and the subsequent interim period
        through the date of engagement, neither the Trust nor anyone acting on its
        behalf consulted with Weiser LLP regarding
 (1)
        the
        application of accounting principles to a specified transaction, either
        completed or proposed, or the type of audit opinion that might be rendered
        on
        the Trust’s financial statements or (2) any of the matters or events set forth
        in Item 304(a)(2)(ii) of Regulation S-K.
  Weiser
        LLP assumed audit responsibilities for the Trust on July 18, 2006 and has
        conducted a review of the financial statements for the Trust’s four quarters of
        fiscal 2006 and has performed an audit of the Trust’s 2006 and 2007 fiscal year
        financial statements.
  **Fees
        Billed by Independent Auditors**
  **Audit
        Fees**
  For
        the
        fiscal year ended October 31, 2006, the Trust paid $23,900 to E&Y LLP for
        audit services for the first six months of fiscal 2006 and agreed to pay
        Weiser
        LLP $49,000 for the review of the first three fiscal quarters, the year-end
        audit and the attestation to the sufficiency of the Trust’s internal controls to
        be performed by Weiser LLP.  For the fiscal year ended October 31,
        2007, the Trust agreed to pay $54,500 to Weiser LLP for audit services. In
        addition, for the fiscal year ended October 31, 2007, additional payments
        in the
        amount of $8,500 were made to E&Y LLP for transition work with the new
        auditor.
 
  12
  
 
 **Audit-Related
        Fees**
 
 No
        fees
        for audit related services were paid in either fiscal 2007 or 2006.
  **Tax
        Fees**
  No
        fees
        for tax related services were paid in either fiscal 2007 or 2006.
  **All
        Other Fees**
  The
        Trust
        paid Weiser LLP $6,734 for non-audit related services during the fiscal year
        ended October 31, 2007 related to the establishment of a SIMPLE IRA for the
        Trust’s employees, review and revision of language in the Tax Letter to Unit
        Owners and the confirmation of the configuration of a new accounting program
        for
        the Trust.
  At
        the
        Trust’s direction and as part of its monitoring process, the German affiliate of
        Ernst & Young LLP, Ernst & Young AG, reviews the basis for royalty
        payments and allowable cost deductions for Mobil Erdgas Erdol GmbH and BEB
        Erdgas und Urdol GmbH in Germany on a biennial basis. No fees for these services
        were paid during fiscal 2007. The Trust paid $8,042 for these services in
        fiscal
        2006.
  **Pre-Approval
        Policies**
  It
        is the
        policy of the Audit Committee that all audit and non-audit services provided
        to
        the Trust must be pre-approved by the Audit Committee.  All of the
        audit and non-audit services described above were pre-approved by the Audit
        Committee.
  **GOVERNANCE
        AND NOMINATIONS**
  **Trustee
        Independence**
  With
        the
        exception of the Lawrence A. Kobrin, none of the Trustees have a financial
        relationship with the Trust other than as Trustees under the terms of the
        Trust
        Agreement.  Until December 31, 2006, Mr. Kobrin was a partner of the
        law firm of Cahill Gordon & Reindel LLP in New York, New York, a position he
        has held since 1984. Cahill Gordon & Reindel LLP has provided legal services
        to the Trust since that time. Mr. Kobrin is currently senior counsel to Cahill
        Gordon & Reindel LLP. The Trustees have determined that all the current
        Trustees are considered independent according to the rules of the New York
        Stock
        Exchange.
  **Committees**
  The
        Trustees have designated a standing Audit Committee of the Trustees of North
        European Oil Royalty Trust (the “Audit Committee”) and a standing Compensation
        Committee of the Trustees of North European Oil Royalty Trust (the “Compensation
        Committee”).  Samuel M. Eisenstat serves as the Chairman of both
        committees and Robert P. Adelman, Willard B. Taylor and Rosalie J. Wolf serve
        as
        members of both committees. Lawrence A. Kobrin is a member of the Compensation
        Committee.  The Audit Committee has a charter, but the Compensation
        Committee does not.
  The
        functions of the Audit Committee include reviewing the internal financial
        management and control procedures of the Trust, appointing and removing
        independent auditors for the Trust, and consulting with the auditors. See
“Audit
        Committee.” The functions of the Compensation Committee include recommending to
        the Trustees for approval the compensation of the Managing Director, the
        compensation
   13
  
  of
        Trustees not covered by the Trust Agreement (i.e. additional compensation
        to
        Trustees for serving in roles such as the Managing Trustee, a committee chair
        or
        the clerk of the Trustees) and any separate compensation for additional services
        as the committee deems necessary.  See “Executive
        Compensation.”
  The
        Trustees have not created and do not intend to create a Governance Committee.
        It
        is the opinion of the Trustees that, since the Trust Agreement and orders
        of the
        Delaware Court of Chancery provide the framework for governance of the Trust,
        no
        such Committee is necessary. A copy of the Trust Agreement, as amended, is
        on
        file with the Securities and Exchange Commission.  The Trustees have
        not created and do not intend to create a Nominating Committee. See
“—Nominations” below.
  **Meetings
        and Attendance**
  During
        fiscal 2007, the Trustees met nine times.  The Trustees, presided over
        by the Managing Trustee, met in executive session without management and
        had
        additional communications as needed during fiscal 2007. During fiscal 2007
        the
        Audit Committee and the Compensation Committee met formally five times and
        six
        times, respectively, and each had additional informal meetings and
        communications.  All of the Trustees attended more than 75% of all of
        the meetings of the Trustees and the meetings of the Audit Committee and
        the
        Compensation Committee (if a member thereof) during fiscal 2007. It is the
        expectation of the Trustees that all of the Trustees attend each Annual Meeting
        of Unit Owners in person. All of the Trustees attended last year’s Annual
        Meeting.
  **Code
        of Conduct and other Documents**
  The
        Trustees have created a Code of Conduct and Business Ethics.  All the
        Trustees and the Managing Director have signed the Code of Conduct and Business
        Ethics. The Code of Conduct and Business Ethics, the Trustees’ Regulations and
        the Trust’s Audit Committee Charter are available on the Trust’s website, *www.neort.com*.
        A copy of any of these documents will be furnished without charge to any
        unit
        owner who sends a written request to John R. Van Kirk, P.O. Box 456, Red
        Bank,
        NJ  07701.
  **Nominations**
  The
        Trustees have not created and do not intend to create a separate Nominating
        Committee.  The ongoing supervision of the Trust requires continuity
        of experience and familiarity with its unique structure. The Trust is precluded
        from business activities and would not benefit from the rotation of its member
        Trustees.  Rotation of the Trustees would, in the opinion of the
        Trustees, substantially increase costs and be counter to the best interests
        of
        the unit owners. Accordingly, absent the retirement, resignation, incapacity
        or
        death of any Trustee, the Trustees have customarily been re-nominated every
        year.
  At
        such
        time as a vacancy occurs in the Trustees by reason of retirement, resignation
        or
        death of any Trustee, all of the remaining Trustees serve the function of
        a
        nominating committee and do so pursuant to the provisions of the Trust Agreement
        and the orders of the Delaware Court of Chancery.
  Any
        unit
        owner may at any time communicate in writing with either the Managing Trustee,
        or the senior Trustee then serving, to make a nomination and such nominee
        will
        be considered by the Trustees without differentiation as to the source of
        the
        suggestion.  In the event of a vacancy among the Trustees, nominees
        would be sought who had the background, experience and competence in those
        areas
        where the former Trustee was proficient.  They would include business
        experience in the extractive industries, experience with royalty trust
        management and general business and accounting experience.
 
  14
  
 
 **Compensation
        Committee Interlocks and Insider Participation**
  None.
  **OTHER
        MATTERS**
  The
        Trustees are not aware of any other matter to be presented for action at
        the
        annual meeting.  If any other matter is brought before the meeting, it
        is the intention of the persons named in the proxy to vote in accordance
        with
        their discretion pursuant to the terms of the proxy.
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
  In
        accordance with the Securities Exchange Act of 1934 and rules adopted by
        the
        Securities and Exchange Commission (the "SEC"), the Trustees, the Managing
        Director and persons owning more than 10% of the Trust's units (the "Reporting
        Persons") are required to file reports of ownership of, and changes in ownership
        of, Trust units with the SEC, the New York Stock Exchange and the
        Trust.
  Based
        solely on a review of such forms furnished to it and written representations
        from certain Reporting Persons, the Trust believes that during the fiscal
        year
        ended October 31, 2007, all filing requirements applicable to the Reporting
        Persons have been complied with except for two instances. Lawrence A. Kobrin
        inadvertently omitted part of his holdings in his original Form 3 filing
        and has
        subsequently filed a Form 5 to correct this omission. Additionally, John
        H. Van
        Kirk, the father of John R. Van Kirk, was the Managing Trustee of the Trust
        until October 31, 2006.  Although no longer a Trustee, John H. Van
        Kirk is still currently required to file reports under Section
        16(a).  John H. Van Kirk inadvertently filed one late Form 4 with
        respect to one transaction.
  **Communications**
  Any
        unit
        owner may communicate with an individual Trustee, or the Trustees as a group,
        or
        with the Audit Committee Chairman in writing. All such communications will
        be
        treated in confidence and an appropriate response or action will be taken.
        Communications to an individual Trustee or the Trustees as a group may be
        sent
        to the office of the Trust at P.O. Box 456, Red Bank, NJ 07701 and will be
        forwarded to them. Communications to the Audit Committee Chairman may also
        be
        sent by mail to the office of the Trust, marked “confidential.”  The
        Managing Director and Audit Committee Chairman can also be reached directly
        through the Trust’s website, *www.neort.com*.
  **Form
        10-K**
  The
        Trust
        has filed with the SEC an Annual Report on Form 10-K for the fiscal year
        ended
        October 31, 2007. A copy of this report will be furnished without charge
        to any
        unit owner who sends a written request to John R. Van Kirk, Managing Director,
        P.O. Box 456, Red Bank, New Jersey 07701.  A copy of the report is
        also accessible through the Trust’s website, www.neort.com.
 
  15
  
 
 **Unit
        Owner Proposals for the 2009 Annual Meeting**
  The
        2009
        Annual Meeting of Unit Owners is tentatively scheduled to be held on February
        13, 2009.  Any proposals of the unit owners intended to be presented
        at the 2009 annual meeting must be received by the Trust by September 12,
        2008
        for inclusion in the Trust's proxy statement and form of proxy relating to
        that
        meeting. Any proposals of the unit owners intended to be presented at the
        2009
        annual meeting that are not to be included in the Trust’s proxy statement and
        form or proxy relating to that meeting must be received by the Trust by November
        26, 2008.  Such proposals should be sent to John R. Van Kirk, Managing
        Director, P.O. Box 456, Red Bank, New Jersey 07701.  If the date of
        the 2009 annual meeting is changed by more than 30 days from February 13,
        2009,
        unit owners will be advised of such change and of the new dates for submission
        of proposals.
  Unit
        owners are urged to sign and return their proxies without delay.
  BY
        ORDER
        OF THE TRUSTEES:
 
 
 ROBERT
        P.
        ADELMAN
 *Managing
        Trustee*
 
 January
        10, 2008
  16




ý**PLEASE
      MARK
      VOTES AS IN EXAMPLE**


**REVOCABLE
      PROXY**


**NORTH
      EUROPEAN OIL ROYALTY TRUST**


**ANNUAL
      MEETING OF UNIT OWNERS — FEBRUARY 13, 2008**




This
        Proxy is solicited on behalf of the Trustees. The undersigned hereby appoints
        Robert P. Adelman, Samuel M. Eisenstat and Lawrence A. Kobrin, and any of
        them,
        proxies, with several power of substitution, to vote all units of the
        undersigned as instructed below and in their discretion upon other matters,
        including matters incident to the conduct of the meeting, which may come
        before
        the Annual Meeting of Unit Owners of North European Oil Royalty Trust to
        be held
        on February 13, 2008 or any adjournment thereof, hereby revoking any prior
        proxy. The undersigned has received the notice of meeting and proxy statement
        dated January 10, 2008.
  The
        Trustees recommend a vote “FOR” Proposals 1, 2 and 3.


With-
            For
                AllFor
            hold
            except1.
            Election
                of Trustees
            o
            o
            o


**Nominees:
                **Robert P. Adelman, Samuel M. Eisenstat, **Lawrence A.
                Kobrin, Willard B. Taylor and Rosalie J.
                Wolf.********INSTRUCTION:
                To withhold your vote for any nominee(s), mark “For All Except” and write
                that nominee’s name on the line below.**


For
            Against
            Abstain2.
            Amendment
                  of Trust Agreement (Clarification regarding issuance of
                  uncertificated/book entry units)
            o
            o
            o


For
            Against
            Abstain3.
            Amendment
                    of Trust Agreement (Removal of the cap on the life of the
                    Trust)
            o
            o
            o




Please
                be sure to sign and date
            Datethis
                Proxy in the box belowUnit
                Owner sign above
            Co-owner
                (if any) sign above




**^****Detach
                above card, sign, date and mail in postage paid envelope
                provided.****^**


**NORTH
      EUROPEAN OIL ROYALTY TRUST**




This
                proxy must be signed as name appears hereon. Executors, administrators,
                trustees, etc. should give full title as such. If the signer is a
                corporation, please sign full corporate name by duly authorized
                officer.**PLEASE
                ACT PROMPTLY****SIGN, DATE & MAIL YOUR PROXY CARD
                TODAY**


**IF
      YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
      BELOW
      AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE
      PROVIDED.**