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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission file number: 001-11335
 Dominion Resources Black Warrior Trust
  Delaware
    
    75-6461716(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. employer
identification number)
 U.S. Trust, Bank of America
Private Wealth Management
901 Main Street
17th Floor
Dallas, Texas 75202
 
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 Name of Each Exchange onTitle of Each Class
    
    Which RegisteredUnits of Beneficial Interest
    
    New York Stock Exchange, Inc.
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PART I.
    
    
    4Item 1. Business
    
    
    4GLOSSARY
    
    
    4DESCRIPTION OF THE TRUST
    
    
    7DESCRIPTION OF UNITS
    
    
    13FEDERAL INCOME TAX CONSIDERATIONS
    
    
    18ERISA CONSIDERATIONS
    
    
    23STATE TAX CONSIDERATIONS
    
    
    23REGULATION AND PRICES
    
    
    25Item 1A. Risk Factors
    
    
    29Item 1B. Unresolved Staff Comments. None
    
    
    33Item 2. Properties
    
    
    34THE ROYALTY INTERESTS
    
    
    34Item 3. Legal Proceedings
    
    
    42Item 4. Submission of Matters to a Vote of Security Holders
    
    
    43PART II.
    
    
    44Item 5. Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    44Item 6. Selected Financial Data
    
    
    44Item 7. Trustees Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    45Item 8. Financial Statements and Supplementary Data
    
    
    53REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    53Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    64Item 9A. Controls and Procedures
    
    
    64PART III.
    
    
    67Item 10. Directors, Executive Officers and Corporate Governance
    
    
    67Item 11. Executive Compensation
    
    
    67Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    68Item 13. Certain Relationships and Related Transactions, and Director
Independence
    
    
    68Item 14. Principal Accounting Fees and Services
    
    
    70PART IV.
    
    
    70Item 15. Exhibits, Financial Statement Schedules
    
    
    70EX-23.1EX-31.1EX-32.1EX-99.2
  3




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PART I.
 
 Item 1. Business.
 
 GLOSSARY
               4




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Inside FERC Gas Market Report
      5




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DESCRIPTION OF THE TRUST
  Creation and Organization of the Trust
   Assets of the Trust
  Duties and Limited Powers of the Trustee and the Delaware Trustee
  7




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Resignation of Trustees
  Transfer of Royalty Interests
  Liabilities of the Trust
  Liabilities of the Trustee and the Delaware Trustee
  9




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Termination and Liquidation of the Trust
   10




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Arbitration and Actions by Unitholders
  11




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DESCRIPTION OF UNITS
  Distributions and Income Computations
   13




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Conditional Right of Repurchase
    14




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Possible Divestiture of Units
  15




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Periodic Reports
     Voting Rights of Unitholders
   16




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Liability of Unitholders
  Transfer Agent
  Website/SEC Filings
  
 FEDERAL INCOME TAX CONSIDERATIONS
 THE TAX CONSEQUENCES TO A UNITHOLDER OF THE OWNERSHIP AND SALE OF UNITS WILL DEPEND IN PART ON
THE UNITHOLDERS TAX CIRCUMSTANCES. EACH UNITHOLDER SHOULD THEREFORE CONSULT THE UNITHOLDERS TAX
ADVISOR ABOUT THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES TO THE UNITHOLDER OF THE OWNERSHIP OF
UNITS.
   18




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Summary of Certain Federal Income Tax Consequences
  Classification and Taxation of the
Trust
    
    The Trust is a Grantor Trust for
federal tax purposes and not an
association taxable as a corporation.
As a Grantor Trust, the Trust is not
subject to federal income tax. There
can be no assurance that the IRS will
not challenge this treatment. The tax
treatment of the Trust and Unitholders
would be materially different if the
IRS were to successfully challenge
this treatment.Taxation of Unitholders
    
    Each Unitholder is taxed directly on
his proportionate share of income,
deductions and credits of the Trust
attributable to the Royalty Interests
consistent with each such Unitholders
taxable year and method of accounting
and without regard to the taxable year
or method of accounting employed by
the Trust.
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Income and Deductions
    
    The income of the Trust consists
primarily of a specified share of the
proceeds from the sale of coal seam
gas produced from the Underlying
Properties. During 2008, the Trust
earned interest income on funds held
for distribution and made adjustments
to the cash reserve maintained for the
payment of contingent and future
obligations of the Trust. The
deductions of the Trust consist of
severance taxes and administrative
expenses. In addition, each
Unitholder is entitled to depletion
deductions. See Unitholders
Depletion Allowance below.Individuals may deduct miscellaneous
itemized deductions (including, in
general, investment expenses) only to
the extent that such expenses exceed 2
percent of the individuals adjusted
gross income. Although there are
exceptions to the 2 percent
limitation, authority suggests that no
exceptions apply to expenses passed
through from a Grantor Trust, like the
Trust.Treatment of the Royalty Interests
    
    Each Royalty Interest is a
nonoperating economic interest in an
Underlying Property because it is a
right to a fixed percentage of the
gross proceeds from the sale of gas
as, if and when produced from such
properties, the right endures for the
economic life of the burdened reserves
and the right is not required to bear
any cost of developing or producing
such gas.Unitholders Depletion Allowance
    
    Each Unitholder is entitled to
amortize the cost of the Units through
cost depletion over the life of the
Royalty Interests or, if greater,
through percentage depletion equal to
15 percent of gross income. Unlike
cost depletion, percentage depletion
is not limited to a Unitholders
depletable tax basis in the Units.
Rather, a Unitholder is entitled to a
percentage depletion deduction as long
as the applicable Underlying
Properties generate gross income. If
any portion of the Royalty Interests
is treated as a production payment or
is not treated as an economic
interest, however, a Unitholder will
not be entitled to depletion in
respect of such portion.
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Depletion Recapture
    
    If a taxpayer disposes of any section
1254 property (certain oil, gas,
geothermal or other mineral property),
and if the adjusted basis of such
property includes adjustments for
deductions for depletion under Section
611 of the Code, the taxpayer
generally must recapture the amount
deducted for depletion as ordinary
income (to the extent of gain realized
on the disposition of the property).
This depletion recapture rule applies
to any disposition of property that
was placed in service by the taxpayer
after December 31, 1986. Detailed
rules set forth in Sections 1.1254-1
through 1.1254-6 of the United States
Treasury Regulations govern
dispositions of property after March
13, 1995. The IRS likely will take
the position that a Unitholder who
purchases a Unit subsequent to
December 31, 1986, must recapture
depletion upon the disposition of that
Unit.Non-Passive Activity Income, Credits
and Loss
    
    The income, credits and expenses of
the Trust are not taken into account
in computing the passive activity
losses and income under Section 469 of
the Code for a Unitholder who acquires
and holds Units as an investment and
did not acquire them in the ordinary
course of a trade or business.Unitholder Reporting Information
    
    The Trustee furnishes to Unitholders
tax information concerning royalty
income and depletion and other
relevant tax matters on an annual
basis. Year-end tax information is
furnished to Unitholders no later than
March 15 of the following year. See
third paragraph under Description of
UnitsPeriodic Reports.
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WHFIT Reporting Requirements
    
    Some Trust Units are held by
middlemen, as such term is broadly
defined in U.S. Treasury Regulations
(and includes custodians, nominees,
certain joint owners, and brokers
holding an interest for a custodian in
street name, referred to herein
collectively as middlemen).
Therefore, the Trustee considers the
Trust to be a non-mortgage widely held
fixed investment trust (WHFIT) for
U.S. federal income tax purposes.
U.S. Trust, Bank of America Private
Wealth Management, 901 Main Street,
17th Floor, Dallas, Texas 75202,
telephone number (214) 209-2400, is
the representative of the Trust that
will provide tax information beginning
with the 2008 tax year in accordance
with applicable U.S. Treasury
Regulations governing the information
reporting requirements of the Trust as
a WHFIT. Tax information is also
posted by the Trustee at
www.dom-dominionblackwarriortrust.com.
Notwithstanding the foregoing, the
middlemen holding Trust Units on
behalf of Unitholders, and not the
Trustee of the Trust, are solely
responsible for complying with the
information reporting requirements
under the U.S. Treasury Regulations
with respect to such Trust Units,
including the issuance of IRS Forms
1099 and certain written tax
statements. Unitholders whose Trust
Units are held by middlemen should
consult with such middlemen regarding
the information that will be reported
to them by the middlemen with respect
to the Trust Units.
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ERISA CONSIDERATIONS
   
 STATE TAX CONSIDERATIONS
 THE FOLLOWING IS INTENDED AS A BRIEF SUMMARY OF CERTAIN INFORMATION REGARDING STATE INCOME
TAXES AND OTHER STATE TAX MATTERS AFFECTING THE TRUST AND UNITHOLDERS. UNITHOLDERS SHOULD
THEREFORE CONSULT THE UNITHOLDERS TAX ADVISOR REGARDING STATE INCOME TAX FILING AND COMPLIANCE
MATTERS.
 Alabama Income Tax
    23




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Alabama Business Privilege Tax
   Alabama Severance Taxes
  24




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Other Alabama Taxes
  
 REGULATION AND PRICES
 Regulation of Natural Gas
      25




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Environmental Regulation
    26




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Competition, Markets and Prices
     27




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Item 1A. Risk Factors
 Risks Related to the Oil and Gas Industry
 Crude oil and natural gas prices are volatile and fluctuate in response to a number of factors.
Lower prices could reduce the net proceeds payable to the Trust and Trust distributions.
  
    
    political conditions in major oil producing regions, especially the Middle East;
    
    worldwide economic conditions;
    
    weather conditions;
    
    the supply and price of domestic and foreign crude oil or natural gas;
    
    the level of consumer demand;
    
    the price and availability of alternative fuels;
    
    the proximity to, and capacity of, transportation facilities;
    
    the effect of worldwide energy conservation measures; and
    
    the nature and extent of governmental regulation and taxation.
  Reserve estimates depend on many assumptions that may prove to be inaccurate, which could cause
both estimated reserves and estimated future net revenues to be too high, leading to
write-downs of estimated reserves.
   
    
    historical production from the area compared with production rates from similar
producing areas;
 29




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
    
    the effects of governmental regulation;
    
    assumptions about future commodity prices, production and development costs, taxes, and
capital expenditures;
    
    the availability of enhanced recovery techniques; and
    
    relationships with landowners, working interest partners, pipeline companies and
others.
  Terrorism and continued hostilities in the Middle East could decrease Trust distributions or
the market price of the Units.
  Risks Related to the Trust and Ownership of the Units
 The assets of the Trust are depleting assets and, if the operators developing the Underlying
Properties do not perform additional development projects, the assets may deplete faster than
expected. Eventually, the assets of the Trust will cease to produce in commercial quantities
and the Trust will cease to receive proceeds from such assets. In addition, a reduction in
depletion tax benefits may reduce the market value of the Units.
   30




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Unitholders and the Trustee have no influence over the operations on, or future development of,
the Underlying Properties.
  The market price for the Units may not reflect the value of the Royalty Interests held by the
Trust.
  The Company may transfer its interest in any Underlying Property without the consent of the
Trust or the Unitholders.
  The obligations of HighMount Alabama to pay certain amounts if they are not paid by the Company
may terminate upon a sale by the Company of its interests in the Underlying Properties or a sale
by HighMount Alabama of its equity ownership interest in the Company.
 31




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The Company may abandon the Underlying Properties, thereby terminating the related Royalty
Interest payable to the Trust.
  The Royalty Interests can be sold and the Trust would be terminated.
  Unitholders have limited voting rights.
  Financial information of the Trust is not prepared in accordance with GAAP.
  32




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Unitholders May Lack Limited Liability.
  Cash held by the Trustee is not insured by the Federal Deposit Insurance Corporation, and
future royalty income may be subject to risks relating to the creditworthiness of third parties.
  
 Item 1B. Unresolved Staff Comments
 33




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Item 2. Properties
 
 THE ROYALTY INTERESTS
   The Underlying Properties
 Black Warrior Basin
    34




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Well Count and Acreage Summary.
 Number of Wells
    
    AcresGross
    
    Net
    
    Gross
    
    NetCompany Interests
    
    
    532
    
    
    
    519
    
    
    
    34,212
    
    
    
    33,363
 Royalty Interests, Company Interests and Retained Interests.
  Water Removal and Disposal.
 35




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Curtailments.
 Federal Lands.
  Additional Wells.
   The Royalty Interests
 Summary of Conveyance.
 36




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Expenses Borne by Royalty Interests.
 Operating Standard.
 Infill Drilling.
 Pratt Recompletions.
 Right to Take In-Kind.
 Pooling and Unitization.
 Right to Assign Company Interests.
 Sale or Assignment of Royalty Interests.
 Books and Records.
 Computation and Payment.
  37




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Reserve Estimate
 Reserve Estimate.
 As ofRoyalty Interests
    
    January 1, 2009Net Proved Natural Gas Reserves (MMcf)(a):Developed Producing
    
    
    19,800,354Estimated Future Net Revenues (in thousands) (a)(b):2009
    
    
    11,275,9052010
    
    
    10,893,4172011
    
    
    9,604,4682012
    
    
    8,488,9082013
    
    
    7,494,520Thereafter
    
    
    48,933,415Total
    
    $
    96,690,633Total Discounted at 10 Percent
    
    $
    57,370,340
 
 (a)
    
    The estimates of reserves and future net revenues summarized in this table are based upon a
price of $5.714 per Mcf, which represented the market price for gas in their fields as of
December 31, 2008. This price may not be the most representative price for estimating
reserves or related future net revenues data.(b)
    
    Estimated future net revenues are defined as the total revenues attributable to the Royalty
Interests for gas production less the relevant share of production, property and related taxes
(including severance taxes). Overhead costs have not been included, nor have the effects of
depreciation, depletion and federal income tax. Estimated future net revenues and discounted
estimated future net revenues are not intended and should not be interpreted as representing
the fair market value for the estimated reserves.  38




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Miscellaneous.
 39




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Natural Gas Sales Prices and Production
  Year ended December 31,2008
    
    2007
    
    2006Production attributable to the Royalty Interests (Bcf)
    
    
    3.1
    
    
    
    3.3
    
    
    
    3.7Weighted average property, production and related taxes (per Mcf)
    
    $
    0.54
    
    
    $
    0.42
    
    
    $
    0.44Average Contract Price (per Mcf)
    
    $
    9.20
    
    
    $
    6.97
    
    
    $
    9.12
 Gas Purchase Agreement
   Operation of Properties
 No Control by Trust.
  40




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Operating Agreement.
 Sale and Abandonment of Underlying Properties
   HighMount Alabamas Assurances
   41




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Title to Properties
   
 Item 3. Legal Proceedings.
 Southwest Royalties, Inc. v. Dominion Black Warrior Basin, Inc., et al
 42




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Item 4. Submission of Matters to a Vote of Security Holders.
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PART II.
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
 Price
    
    DistributionHigh
    
    Low
    
    per Unit2008First Quarter
    
    $
    23.05
    
    
    $
    15.25
    
    
    $
    0.651500Second Quarter
    
    $
    27.50
    
    
    $
    21.06
    
    
    $
    0.710735Third Quarter
    
    $
    25.99
    
    
    $
    20.00
    
    
    $
    0.972063Fourth Quarter
    
    $
    22.31
    
    
    $
    12.00
    
    
    $
    0.9104882007First Quarter
    
    $
    28.00
    
    
    $
    22.50
    
    
    $
    0.690690Second Quarter
    
    $
    27.70
    
    
    $
    24.00
    
    
    $
    0.646984Third Quarter
    
    $
    26.19
    
    
    $
    19.27
    
    
    $
    0.735980Fourth Quarter
    
    $
    24.00
    
    
    $
    17.20
    
    
    $
    0.603337
   
 Item 6. Selected Financial Data.
 Year Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Royalty Income
    
    $
    26,537,428
    
    
    $
    21,962,082
    
    
    $
    31,403,042
    
    
    $
    31,918,416
    
    
    $
    24,340,315Distributable Income
    
    $
    25,644,510
    
    
    $
    20,912,169
    
    
    $
    30,467,067
    
    
    $
    31,029,034
    
    
    $
    23,449,768Distributable Income per Unit
    
    $
    3.27
    
    
    $
    2.66
    
    
    $
    3.88
    
    
    $
    3.95
    
    
    $
    2.99Distributions per Unit
    
    $
    3.24
    
    
    $
    2.68
    
    
    $
    3.88
    
    
    $
    3.95
    
    
    $
    2.99Total Assets, December 31
    
    $
    23,055,462
    
    
    $
    26,676,808
    
    
    $
    30,692,809
    
    
    $
    34,838,807
    
    
    $
    39,946,530Total Corpus, December 31
    
    $
    22,941,064
    
    
    $
    26,353,024
    
    
    $
    30,444,631
    
    
    $
    34,582,715
    
    
    $
    39,819,581
 44




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Item 7. Trustees Discussion and Analysis of Financial Condition and Results of Operations.
     45




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For 12 Months EndedSeptember 30,2008
    
    2007
    
    2006Production (Bcf)(1)
    
    
    3.098
    
    
    
    3.402
    
    
    
    3.665Production (MMBtu)(2)
    
    
    3.104
    
    
    
    3.415
    
    
    
    3.692Average Contract Price Received ($/MMBtu)
    
    $
    9.10
    
    
    $
    6.84
    
    
    $
    8.98Average Index Price ($/MMBtu)
    
    $
    9.35
    
    
    $
    7.07
    
    
    $
    9.22
 
 (1)
    
    Billion cubic feet of natural gas.(2)
    
    Trillion British Thermal Units.   46




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Critical Accounting Policies and Estimates
  47




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1. New Accounting Pronouncements
 Accounting for
Uncertainty in Income Taxes Accounting for Income
Taxes
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities-Including an amendment of FASB Statement No. 115
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statementsan amendment of Accounting Research Bulletin No. 51
 Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
 48




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The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles
 2. Basis of Accounting
  
    
    Royalty income and interest income are recorded in the period in which amounts are received
by the Trust rather than in the period of production and accrual, respectively.
    
    General and administrative expenses are recorded based on liabilities paid and cash
reserves established out of cash received.
    
    Amortization of the Royalty Interests is calculated on a unit-of-production basis and
charged directly to Trust corpus based upon when revenues are received.
    
    Distributions to Unitholders are recorded when declared by the Trustee (see Financial
Statements and Supplementary Data  Notes to Financial Statements  Note 5).
  49




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3. Impairment
  4. Revenue Recognition
  5. Reserve Disclosure
 Disclosures About Oil and Gas Producing Activities
  6. Contingencies
  Southwest Royalties, Inc. v. Dominion Black Warrior Basin, Inc., et al
 50




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Liquidity and Capital Resources
  Off-Balance Sheet Arrangements
  Tabular Disclosure of Contractual Obligations.
 Payments Due by PeriodLess than 1
    
    
    1 - 3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    5 YearsDistribution declared
subsequent to year end
    
    $
    4,542,834
    
    
    $
    4,542,834
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    $
    4,542,834
    
    
    $
    4,542,834
    
    
    
    0
    
    
    
    0
    
    
    
    0
  Forward-Looking Statements
  51




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 52




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Item 8. Financial Statements and Supplementary Data.
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal ControlIntegrated Framework
 DELOITTE & TOUCHE LLP
 
 53




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DOMINION RESOURCES BLACK WARRIOR TRUST   FINANCIAL STATEMENTS
 Statements of Assets, Liabilities and Trust Corpus
 December 31,2008
    
    
    2007ASSETSCash and cash equivalents
    
    $
    139,764
    
    
    $
    176,204Royalty interests in gas properties (less accumulated
amortization of $132,901,802 and
$129,316,896, respectively)
    
    
    22,915,698
    
    
    
    26,500,604Total Assets
    
    $
    23,055,462
    
    
    $
    26,676,808LIABILITIES AND TRUST CORPUSTrust expenses payable
    
    $
    114,398
    
    
    $
    323,784Trust corpus (7,850,000 units of beneficial interest authorized, issued and outstanding)
    
    
    22,941,064
    
    
    
    26,353,024Total Liabilities and Trust Corpus
    
    $
    23,055,462
    
    
    $
    26,676,808
 Statements of Distributable Income
 Year Ended December 31,2008
    
    
    2007
    
    
    2006Royalty income
    
    $
    26,537,428
    
    
    $
    21,962,082
    
    
    $
    31,403,042Interest income
    
    
    38,338
    
    
    
    70,118
    
    
    
    92,77126,575,766
    
    
    
    22,032,200
    
    
    
    31,495,813General and administrative expenses
    
    
    (931,256
    )
    
    
    (1,120,031
    )
    
    
    (1,028,746
    )Distributable income
    
    $
    25,644,510
    
    
    $
    20,912,169
    
    
    $
    30,467,067Distributable income per unit
(7,850,000 units)
    
    $
    3.27
    
    
    $
    2.66
    
    
    $
    3.88Distributions per unit
    
    $
    3.24
    
    
    $
    2.68
    
    
    $
    3.88
 Statements of Changes in Trust Corpus
 Year Ended December 31,2008
    
    
    2007
    
    
    2006Trust corpus, beginning of period
    
    $
    26,353,024
    
    
    $
    30,444,631
    
    
    $
    34,582,715Amortization of Royalty Interests
    
    
    (3,584,906
    )
    
    
    (3,989,396
    )
    
    
    (4,158,573
    )Distributable income
    
    
    25,644,510
    
    
    
    20,912,169
    
    
    
    30,467,067Distributions to Unitholders
    
    
    (25,471,564
    )
    
    
    (21,014,380
    )
    
    
    (30,446,578
    )Trust corpus, end of period
    
    $
    22,941,064
    
    
    $
    26,353,024
    
    
    $
    30,444,631
  54




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##### Table of Contents



Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
 1. Trust Organization and Provisions
      55




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##### Table of Contents



2. Basis of Accounting
  
    
    Royalty income and interest income are recorded in the period in which amounts are received
by the Trust rather than in the period of production and accrual, respectively.
    
    General and administrative expenses are recorded based on liabilities paid and cash
reserves established out of cash received.
    
    Amortization of the Royalty Interests is calculated on a unit-of-production basis and
charged directly to Trust corpus based upon when revenues are received.
    
    Distributions to Unitholders are recorded when declared by the Trustee (see Note 5).
  56




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##### Table of Contents



Use of Estimates
  Impairment
  Distributable Income Per Unit
  57




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##### Table of Contents



3. New Accounting Pronouncements
 Accounting for
Uncertainty in Income Taxes Accounting for Income
Taxes
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities-Including an amendment of FASB Statement No. 115
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statementsan amendment of Accounting Research Bulletin No. 51
 Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
 58




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##### Table of Contents



The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles
 4. Federal Income Taxes
     5. Related Party Transactions
  59




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##### Table of Contents



6. Distributions to Unitholders
   60




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##### Table of Contents



7. Subsequent Events
  Quarterly
    
    
    
    DistributionRecord Date
    
    Payment Date
    
    per UnitMarch 2, 2009
    
    March 11, 2009
    
    $.578705
 8. Quarterly Financial Data (Unaudited)
  Royalty
    
    
    Distributable
    
    
    DistributableCalendar Quarter
    
    Income
    
    
    Income
    
    
    Income per Unit2008First
    
    $
    5,436
    
    
    $
    5,182
    
    
    $
    0.66Second
    
    
    5,922
    
    
    
    5,636
    
    
    
    0.72Third
    
    
    7,900
    
    
    
    7,721
    
    
    
    0.98Fourth
    
    
    7,279
    
    
    
    7,106
    
    
    
    0.91$
    26,537
    
    
    $
    25,645
    
    
    $
    3.272007First
    
    $
    5,706
    
    
    $
    5,414
    
    
    $
    0.69Second
    
    
    5,408
    
    
    
    5,109
    
    
    
    0.65Third
    
    
    6,003
    
    
    
    5,814
    
    
    
    0.74Fourth
    
    
    4,845
    
    
    
    4,575
    
    
    
    0.58$
    21,962
    
    
    $
    20,912
    
    
    $
    2.66
  Royalty income
    
    
    7,279Interest income
    
    
    9General and administrative expenses
    
    
    (182
    )Distributable income
    
    
    7,106Distributable income per Unit
    
    
    .91Distributions per Unit
    
    
    .91
 61




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##### Table of Contents



9. Supplemental Gas Disclosure (Unaudited)
      Proved developed reserves at January 1, 2006
    
    
    32,291Revisions of previous estimates
    
    
    (1,751
    )Production (MMcf)
    
    
    (3,665
    )Proved developed reserves at December 31, 2006
    
    
    26,875Revisions of previous estimates
    
    
    (966
    )Production (MMcf)
    
    
    (3,312
    )Proved developed reserves at December 31, 2007
    
    
    22,597Revisions of previous estimates
    
    
    301Production (MMcf)
    
    
    (3,098
    )Proved developed reserves at December 31, 2008
    
    
    19,800
 62




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##### Table of Contents



2008
    
    
    2007
    
    
    2006Future cash inflows
    
    $
    102,862
    
    
    $
    150,179
    
    
    $
    147,119Future severance taxes
    
    
    (6,171
    )
    
    
    (9,010
    )
    
    
    (8,827
    )Future net cash flows
    
    
    96,691
    
    
    
    141,169
    
    
    
    138,29210% annual discount for estimated timing
of cash flow
    
    
    (39,321
    )
    
    
    (56,320
    )
    
    
    (53,606
    )Standardized measure of discounted
future net cash flows
    
    $
    57,370
    
    
    $
    84,849
    
    
    $
    84,686
   2008
    
    
    2007
    
    
    2006Balance at beginning of period
    
    $
    84,849
    
    
    $
    84,686
    
    
    $
    156,997Increase (decrease) due to:Royalty income, net of taxes
    
    
    (26,537
    )
    
    
    (21,962
    )
    
    
    (31,403
    )Changes in prices
    
    
    (21,711
    )
    
    
    22,619
    
    
    
    (77,654
    )Changes in estimated volumes
    
    
    12,285
    
    
    
    (8,962
    )
    
    
    21,047Accretion of discount
    
    
    8,485
    
    
    
    8,469
    
    
    
    15,700Balance at December 31
    
    $
    57,370
    
    
    $
    84,849
    
    
    $
    84,686
 10. Gas Purchase Agreement
  63




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##### Table of Contents



11. Contingencies
 Southwest Royalties, Inc. v. Dominion Black Warrior Basin, Inc., et al
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
 Item 9A. Controls and Procedures.
 Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  Trustees Report on Internal Control Over Financial Reporting
 Internal Control-Integrated Framework Internal Control-Integrated Framework
 64




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
ControlIntegrated Framework
    65




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##### Table of Contents



Internal
ControlIntegrated Framework
   
 Item 9B. Other Information.
 66




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##### Table of Contents



PART III.
 
 Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers
 Audit Committee and Nominating Committee.
 Compliance with Section 16(a) of the Exchange Act
 Code of Ethics.
 
 Item 11. Executive Compensation.
 Compensation Committee.
  Ongoing Administrative Expenses.
 Compensation of the Trustee.
 67




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##### Table of Contents



Compensation of the Transfer Agent.
 Fees to HighMount Alabama.
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Security Ownership of Certain Beneficial Owners.
 Security Ownership of Management.
 Changes in Control.
 Securities Authorized for Issuance Under Equity Compensation Plans
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Administrative Services Agreement
  68




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##### Table of Contents



HighMount Alabamas Conditional Right of Repurchase
  Potential Conflicts of Interest
  Obligations of Company Interests Owner may exceed its share of distributions and tax credits.
 Sale or abandonment of Underlying Properties may terminate assurances.
 HighMount Alabama may profit from contracts with the Trust.
 69




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##### Table of Contents



Item 14. Principal Accounting Fees and Services.
  2008
    
    2007Audit Fees
    
    $
    71,000
    
    
    $
    147,500Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    $
    71,000
    
    
    $
    147,500
  
 PART IV.
 
 Item 15. Exhibits, Financial Statement Schedules.
 Financial Statements (included in Item 8 of this report)
      Financial Statement Schedules
  70




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##### Table of Contents



Exhibits
 No.
    
    
    
    Exhibit3.1
    
    
    
    Trust Agreement of Dominion Resources Black Warrior Trust dated as of May
31, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion
Resources, Inc., Mellon Bank (DE) National Association and NationsBank,
N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.1 to
Dominion Resources, Inc.s Registration Statement* on Form S-3 (No.
33-53513), and incorporated herein by reference).3.2
    
    
    
    First Amendment of Trust Agreement of Dominion Resources Black Warrior
Trust dated as of June 27, 1994, by and among Dominion Black Warrior Basin,
Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and
NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as
Exhibit 3.2 to the Registrants Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).10.1
    
    
    
    Overriding Royalty Conveyance dated as of June 28, 1994, from Dominion
Black Warrior Basin, Inc. to Dominion Resources Black Warrior Trust (filed
as Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended June
30, 1994 and incorporated herein by reference).10.2
    
    
    
    Administrative Services Agreement dated as of June 1, 1994, by and between
Dominion Resources, Inc. and Dominion Resources Black Warrior Trust (filed
as Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended June
30, 1994 and incorporated herein by reference).10.3
    
    
    
    Amendment to and Ratification of Overriding Royalty Conveyance dated as of
November 20, 1994, among Dominion Black Warrior Basin, Inc., NationsBank,
N.A. (as successor to NationsBank of Texas, N.A.), and Mellon Bank (DE)
National Association (filed as Exhibit 10.3 to the Registrants Form 10-K
for the year ended December 31, 1994 and incorporated herein by reference).10.4
    
    
    
    Gas Purchase Agreement, dated as of May 3, 1994, between Sonat Marketing
and the Company (filed as Exhibit 10.2 to Dominion Resources, Inc.s
Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein
by reference).10.5
    
    
    
    Amendment to Gas Purchase Agreement dated May 16, 1996, between Sonat
Marketing and the Company (filed as Exhibit 10.1 to the Registrants Form
10-Q for the quarter ended June 30, 1996 and incorporated herein by
reference).10.6
    
    
    
    Amendment to Gas Purchase Agreement dated April 9, 1998, between Sonat
Marketing and the Company (filed as Exhibit 10.6 to the Registrants Form
10-K for the year ended December 31, 1998 and incorporated herein by
reference).
 71




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##### Table of Contents



No.
    
    
    
    Exhibit10.7
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 1999, between Sonat
Marketing and the Company (filed as Exhibit 10.7 to the Registrants Form
10-K for the year ended December 31, 1999 and incorporated herein by
reference).10.8
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 2000, between El Paso
Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the
Company (filed as an exhibit to the Registrants Form 10-Q for the quarter
ended September 30, 2000 and incorporated herein by reference).10.9
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 2001, between El Paso
Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the
Company (filed as an exhibit to the Registrants Form 10-Q for the quarter
ended September 30, 2001 and incorporated herein by reference).10.10
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 2002 between El Paso
Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the
Company (filed as an exhibit to the Registrants Form 10-Q for the quarter
ended September 30, 2002 and incorporated herein by reference).10.11
    
    
    
    Assignment and Assumption Agreement, dated as of July 31, 2007, between
Dominion Resources and HighMount Exploration & Production Alabama LLC
(filed as an exhibit to the Registrants Form 10-Q for the quarter ended
June 30, 2007 and incorporated herein by reference).23.1
    
    
    
    Consent of Ralph E. Davis Associates, Inc., independent petroleum engineers.31.1
    
    
    
    Certification required by Rule 13a-14(a)/15d-14(a).32.1
    
    
    
    Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the
Sarbanes Oxley Act of 2002.99.1
    
    
    
    The information under the sections captioned Federal Income Tax
Consequences and ERISA Considerations of the Prospectus dated June 21,
1994, which constitutes a part of the Registration Statement on Form S-3 of
Dominion Resources, Inc.* (Registration No. 33-53513) and is incorporated
herein by reference.99.2
    
    
    
    Summary of Reserve Report, dated
February 27, 2009, on the estimated
reserves, estimated future net revenues and the discounted estimated future
net revenues attributable to the Royalty Interests as of December 31, 2008,
prepared by Ralph E. Davis & Associates Petroleum Engineers, independent
petroleum engineers.
 
 *
    
    On its own behalf and as sponsor of the Dominion Resources Black Warrior Trust 72




---



##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) 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.
 Dominion Resources Black Warrior TrustBy:
    
    Bank of America, N.A., TrusteeBy:
    
    /s/ Ron E. Hooper

Ron E. HooperSenior Vice President and Administrator
  (The Registrant has no directors or executive officers.)
 73




---



##### Table of Contents



No.
    
    
    
    Exhibit3.1
    
    
    
    Trust Agreement of Dominion Resources Black Warrior Trust dated as of May
31, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion
Resources, Inc., Mellon Bank (DE) National Association and NationsBank,
N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.1 to
Dominion Resources, Inc.s Registration Statement* on Form S-3 (No.
33-53513), and incorporated herein by reference).3.2
    
    
    
    First Amendment of Trust Agreement of Dominion Resources Black Warrior
Trust dated as of June 27, 1994, by and among Dominion Black Warrior Basin,
Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and
NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as
Exhibit 3.2 to the Registrants Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference).10.1
    
    
    
    Overriding Royalty Conveyance dated as of June 28, 1994, from Dominion
Black Warrior Basin, Inc. to Dominion Resources Black Warrior Trust (filed
as Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended June
30, 1994 and incorporated herein by reference).10.2
    
    
    
    Administrative Services Agreement dated as of June 1, 1994, by and between
Dominion Resources, Inc. and Dominion Resources Black Warrior Trust (filed
as Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended June
30, 1994 and incorporated herein by reference).10.3
    
    
    
    Amendment to and Ratification of Overriding Royalty Conveyance dated as of
November 20, 1994, among Dominion Black Warrior Basin, Inc., NationsBank,
N.A. (as successor to NationsBank of Texas, N.A.), and Mellon Bank (DE)
National Association (filed as Exhibit 10.3 to the Registrants Form 10-K
for the year ended December 31, 1994 and incorporated herein by reference).10.4
    
    
    
    Gas Purchase Agreement, dated as of May 3, 1994, between Sonat Marketing
and the Company (filed as Exhibit 10.2 to Dominion Resources, Inc.s
Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein
by reference).10.5
    
    
    
    Amendment to Gas Purchase Agreement dated May 16, 1996, between Sonat
Marketing and the Company (filed as Exhibit 10.1 to the Registrants Form
10-Q for the quarter ended June 30, 1996 and incorporated herein by
reference).10.6
    
    
    
    Amendment to Gas Purchase Agreement dated April 9, 1998, between Sonat
Marketing and the Company (filed as Exhibit 10.6 to the Registrants Form
10-K for the year ended December 31, 1998 and incorporated herein by
reference).




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##### Table of Contents



No.
    
    
    
    Exhibit10.7
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 1999, between Sonat
Marketing and the Company (filed as Exhibit 10.7 to the Registrants Form
10-K for the year ended December 31, 1999 and incorporated herein by
reference).10.8
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 2000, between El Paso
Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the
Company (filed as an exhibit to the Registrants Form 10-Q for the quarter
ended September 30, 2000 and incorporated herein by reference).10.9
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 2001, between El Paso
Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the
Company (filed as an exhibit to the Registrants Form 10-Q for the quarter
ended September 30, 2001 and incorporated herein by reference).10.10
    
    
    
    Amendment to Gas Purchase Agreement dated July 1, 2002 between El Paso
Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the
Company (filed as an exhibit to the Registrants Form 10-Q for the quarter
ended September 30, 2002 and incorporated herein by reference).10.11
    
    
    
    Assignment and Assumption Agreement, dated as of July 31, 2007, between
Dominion Resources and HighMount Exploration & Production Alabama LLC
(filed as an exhibit to the Registrants Form 10-Q for the quarter ended
June 30, 2007 and incorporated herein by reference).23.1
    
    
    
    Consent of Ralph E. Davis Associates, Inc., independent petroleum engineers.31.1
    
    
    
    Certification required by Rule 13a-14(a)/15d-14(a).32.1
    
    
    
    Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the
Sarbanes Oxley Act of 2002.99.1
    
    
    
    The information under the sections captioned Federal Income Tax
Consequences and ERISA Considerations of the Prospectus dated June 21,
1994, which constitutes a part of the Registration Statement on Form S-3 of
Dominion Resources, Inc.* (Registration No. 33-53513) and is incorporated
herein by reference.99.2
    
    
    
    Summary of Reserve Report, dated
February 27, 2009, on the estimated
reserves, estimated future net revenues and the discounted estimated future
net revenues attributable to the Royalty Interests as of December 31, 2008,
prepared by Ralph E. Davis & Associates Petroleum Engineers, independent
petroleum engineers.
 
 *
    
    On its own behalf and as sponsor of the Dominion Resources Black Warrior Trust