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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**
**FORM 10-K/A****Amendment No. 1**   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the Fiscal Year ended December 31, 2004
OR   o **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
Commission File Number 1-10243
**BP PRUDHOE BAY ROYALTY TRUST**(Exact name of registrant as specified in its charter)   **DELAWARE** **13-6943724**State or other jurisdiction (I.R.S. Employer Identification No.)of incorporation or organization)     **THE BANK OF NEW YORK, TRUSTEE** ** ****101 BARCLAY STREET** ** ****NEW YORK, NEW YORK** **10286**(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 815-2492
Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class Name of Each Exchange on Which Registered**UNITS OF BENEFICIAL INTEREST** **NEW YORK STOCK EXCHANGE**
Securities registered pursuant to Section 12(g) of the Act: NONE
     Indicate by check mark whether the registrant: (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes þ No o     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K. þ
     Indicateby check mark whether the registrant is an accelerated filer (asdefined in Exchange Act Rule 12b-2).Yes þ No o
     The aggregate market value of Units held by nonaffiliates (computed by reference to theclosing sale price in New York Stock Exchange transactions on June 30, 2004 (the last business dayof the registrant’s most recently completed second fiscal quarter) was approximately $696,998,000.
     As of March 30, 2005, 21,400,000 Units of Beneficial Interest were outstanding.
**DOCUMENTS INCORPORATED BY REFERENCE**
None
 

 

**TABLE OF CONTENTS**     *EXPLANATORYNOTE*  1 PART II  2 ITEM6.SELECTED FINANCIAL DATA  2 ITEM7.TRUSTEE’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  3 ITEM9A.CONTROLS AND PROCEDURES  5 SIGNATURES  6  Exhibit 31 Certification Exhibit 32 Certification
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*EXPLANATORY NOTE*     *This amendment to the Annual Report on**Form 10-K**of BP Prudhoe Bay Royalty Trust for thefiscal year ended December 31, 2004 (the “OriginalReport”) is being filed for the purpose of (i) supplementing theSelected Financial Data in Item 6 of Part II by adding data concerning trust corpus and totalassets for each of the five years ended December 31, 2004, (ii) supplementing the narrative underthe heading “Results of Operations — 2003 compared to 2002” in Item 7 of Part II by adding anexplanation of the increase in Trust administrative expenses from 2002 to 2003, and (iii) amendingand restating the narrative under the heading “Disclosure Controls and Procedures” in Item 9A ofPart II. The Original Report and this amendment continue tospeak as of the date of the Original Report.*
 

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**PART II**
**ITEM 6. SELECTED FINANCIAL DATA**
     The following table presents in summary form selected financial information regarding theTrust.                       **Year ended December 31**   **2004**  **2003**  **2002**  **2001**  **2000**   **(in thousands, except per Unit amounts)** Royalty revenues $82,682   55,986   33,061   59,934   65,026 Interest income $11   10   23   70   92 Trust administration expenses $976   1,168   822   724   732 Expenses reserve $—   —   —   —   500                 Cash earnings $81,717   54,828   32,262   59,280   63,886 Cash distributions $81,702   54,867   32,246   59,319   63,838 Cash distributions per unit $3.818   2.564   1.507   2.772   2.983                        **December 31**   **2004**  **2003**  **2002**  **2001**  **2000**   **(dollar amounts in thousands)** Trust Corpus $12,881   14,730   16,498   18,564   20,669 Total Assets $13,052   15,046   17,093   19,086   21,133 Units outstanding  21,400,000   21,400,000   21,400,000   21,400,000   21,400,000 
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**ITEM 7. TRUSTEE’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
**Results of Operations**
     Relatively modest changes in oil prices significantly affect the Trust’s revenues and resultsof operations. Crude oil prices are subject to significant changes in response to fluctuations inthe domestic and world supply and demand and other market conditions as well as the world politicalsituation as it affects OPEC and other producing countries. The effect of changing economicconditions on the demand and supply for energy throughout the world and future prices of oil cannotbe accurately projected.
     Royalty revenues are generally received on the Quarterly Record Date (generally the fifteenthday of the month) following the end of the calendar quarter in which the related Royalty Productionoccurred. The Trustee, to the extent possible, pays all expenses of the Trust for each quarter onthe Quarterly Record Date on which the revenues for the quarter are received. For the statement ofcash earnings and distributions, revenues and Trust expenses are recorded on a cash basis and, as aresult, distributions to Unit holders in each calendar year ending December 31 are attributable tothe Company’s operations during the twelve-month period ended on the preceding September 30.
     As long as the Company’s average daily net production from the Prudhoe Bay Unit exceeds 90,000Barrels, which the Company currently projects will continue until the year 2013, the only factorsaffecting the Trust’s revenues and distributions to Unit holders are changes in WTI Prices,scheduled annual increases in Chargeable Costs, changes in the Consumer Price Index, changes inProduction Taxes, changes in the expenses of the Trust, contributions to the cash reserve andinterest earned on the cash reserve.
     During the years 2003 and 2004 and the period of 2005 up to the date of this report, WTIPrices have been above the level necessary for the Trust to receive a Per Barrel Royalty. Whetherthe Trust will be entitled to future distributions during the remainder of 2005 will depend on WTIPrices prevailing during the remainder of the year.
**2004 compared to 2003**
     Continued increases in world oil prices drove higher WTI Prices in the fourth quarter of 2003and the first three quarters of 2004 (the period on which calendar 2004 cash basis revenues werebased), which averaged 22% higher during that period than during the twelve months ended September30, 2003. As a result, royalty revenues during 2004 rose approximately 48% from 2003, and cashdistributions rose approximately 49%. Chargeable Costs per Barrel increased from $11.75 to $12.00,beginning in the first quarter of 2004. Continued increases in the Cost Adjustment Factor,increases in Production Taxes, which averaged approximately 27% higher during the twelve monthsended September 30, 2004 than in the prior twelve-month period, and the increase in ChargeableCosts mitigated the effect of the increase in WTI Prices on the Trust’s revenues in 2004.
**2003 compared to 2002**
     Royalty revenues and cash distributions increased during 2003 by approximately 69% and 70%,respectively, from 2002. The increases were due to increases in WTI Prices, commencing during 2003,which averaged approximately 26% higher during the twelve-month period ended September 30, 2003 (onwhich calendar 2003 cash basis revenues were based) than during the preceding twelve-month period.A scheduled increase in Chargeable Costs from $11.25 to $11.75 beginning in the first quarter of2003, a small increase in the average Cost Adjustment Factor and increases in Production Taxes,which averaged
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approximately 34% higher during the twelve months ended September 30, 2003 thanduring the preceding twelve months, combined to offset somewhat the effect on royalty revenues ofthe higher WTI Prices during fiscal 2003.     Trust administrative expenses increased approximately $346,000 (approximately 42%) in 2003from the prior year. The increase was due principally to a one-time $315,360 payment by the Trustto BP America Inc., a subsidiary of BP, during the first quarter of 2003 to reimburse BP Americafor annual fees paid by BP America to the New York Stock Exchange for listing the Units. Suchannual listing fees are payable by the Trust under the terms of the Trust Agreement. The listingfees for the years 1990 through 1999, aggregating $315,360, were invoiced by the New York StockExchange to BP America, which inadvertently paid them on behalf of the Trust.
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**ITEM 9A. CONTROLS AND PROCEDURES**
**Disclosure Controls and Procedures**     The Trustee has disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule15d-15(e) under the Exchange Act) that are designed to ensure that information required to bedisclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within thetime periods specified in the SEC’s rules and forms. These controls and procedures include but arenot limited to controls and procedures designed to ensure that information required to be disclosedby the Trust in the reports that it files or submits under the Exchange Act is accumulated andcommunicated to the responsible trust officers of the Trustee to allow timely decisions regardingrequired disclosure.     Under the terms of the Trust Agreement and the Conveyance, the Company has significantdisclosure and reporting obligations to the Trust. The Company is required to provide the Trustsuch information concerning the Royalty Interest as the Trustee may need and to which the Companyhas access to permit the Trust to comply with any reporting or disclosure obligations of the Trustpursuant to applicable law and the requirements of any stock exchange on which the Units areissued. These reporting obligations include furnishing the Trust a report by February 28 of eachyear containing all information of a nature, of a standard and in a form consistent with therequirements of the SEC respecting the inclusion of reserve and reserve valuation information infilings under the Exchange Act and with applicable accounting rules. The report is required to setforth, among other things, the Company’s estimates of future net cash flows from proved reservesattributable to the Royalty Interest, the discounted present value of such proved reserves, theassumptions utilized in arriving at the estimates contained in the report, and the estimate of thequantities of proved reserves (including reductions of proved reserves as a result of modificationof the Company’s estimates of proved reserves from prior years) added during the preceding year tothe total proved reserves allocated to the Subject Leases as of December 31, 1987. (See “THEROYALTY INTEREST — Chargeable Costs” in Item 1.)     In addition, the Conveyance gives the Trust and its independent accountants certain rights toinspect the books and records of the Company and discuss the affairs, finances and accounts of theCompany relating to the Subject Leases with representatives of the Company; it also requires theCompany to provide the Trust with such other information as the Trustee may reasonably request fromtime to time and to which the Company has access.     The Trustee’s disclosure controls and procedures include ensuring that the Trust receives theinformation and reports that the Company is required to furnish to the Trust on a timely basis,that the appropriate responsible personnel of the Trustee examine such information and reports, andthat information requested from and provided by the Company is included in the reports that theTrust files or submits under the Exchange Act.     As of the end of calendar 2004, the trust officers of the Trustee responsible for theadministration of the Trust conducted an evaluation of the Trust’s disclosure controls andprocedures. Their evaluation considered, among other things, that the Trust Agreement and theConveyance impose enforceable legal obligations on the Company, and that the Company has providedthe information required by those agreements and other information requested by the Trustee fromtime to time on a timely basis. The officers concluded that the Trust’s disclosure controls andprocedures are effective.
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**SIGNATURES**
     **Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.**      **BP PRUDHOE BAY ROYALTY TRUST**