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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q

x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended December 31, 2003ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition period from  to


Commission file number 0-8565

Marine Petroleum Trust

(Exact name of registrant as specified in its charter)


Texas
(State or other jurisdiction
of incorporation or organization)
    
    75-6008017
(I.R.S. Employer
Identification No.)Bank of America, N.A.
P.O. Box 830650, Dallas, Texas
(Address of principal executive offices)
    
    75283-0650
(Zip Code)


Registrants telephone number, including area code (800) 985-0794

None
(Former name, former address and former fiscal year
if changed since last report)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes o No x.

Indicate number of units of beneficial interest outstanding as of the latest practicable date:
As of February 12, 2004, we had 2,000,000 units of beneficial interest outstanding.



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TABLE OF CONTENTS



|                                                  |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                    
|                                                  | Item 1. Financial Statements                                                                 
|                                                  |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                                  |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                                                  |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                  |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                                  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                  | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                       
|                                                  | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                       
|Certification of the Principal Accounting Officer
|Certification of the Corporate Trustee           
|Certification of the Principal Accounting Officer
|Certification of the Corporate Trustee           



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##### Table of Contents



MARINE PETROLEUM TRUST

INDEX

PageNumberPART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)
    
    2Condensed Consolidated Balance Sheets as of December 31, 2003 and June 30, 2003
    
    2Condensed Consolidated Statements of Income and Undistributed Income for the Three Months and
Six Months Ended December 31, 2003 and 2002
    
    3Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2003
and 2002
    
    4Notes to Condensed Consolidated Financial Statements
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    6Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    9Item 4.
    
    Controls and Procedures
    
    9PART II. OTHER INFORMATIONItem 6.
    
    Exhibits and Reports on Form 8-K
    
    10






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PART I. FINANCIAL INFORMATION







Item 1. Financial Statements







MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2003 and June 30, 2003
(Unaudited)

December 31,
    
    June 30,2003
    
    2003ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,010,138
    
    
    $
    1,334,059Oil and gas royalties
receivable
    
    
    1,067,184
    
    
    
    1,169,485Receivable from affiliate
    
    
    111,472
    
    
    
    133,197Interest receivable
    
    
    5,814
    
    
    
    5,684Total current assets
    
    $
    2,194,608
    
    
    $
    2,642,425Investment in U.S. Treasury
and agency bonds
    
    
    711,099
    
    
    
    715,661Investment in affiliate
    
    
    377,441
    
    
    
    418,866Office equipment, at cost less
accumulated depreciation
    
    
    2,400
    
    
    
    2,400Producing oil and gas properties
    
    
    7
    
    
    
    7$
    3,285,555
    
    
    $
    3,779,359LIABILITIES AND TRUST EQUITYCurrent Liability  accounts payable
    
    $
    475
    
    
    $
    Trust Equity:Corpus  authorized
2,000,000 units
of beneficial
interest,
issued
2,000,000
units at
nominal
value
    
    
    8
    
    
    
    8Undistributed
income
    
    
    3,285,072
    
    
    
    3,779,351Total trust
equity
    
    
    3,285,080
    
    
    
    3,779,359$
    3,285,555
    
    
    $
    3,779,359


See accompanying notes to condensed consolidated financial statements.

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MARINE PETROLEUM TRUST AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND UNDISTRIBUTED INCOME

For the Three Months and Six Months Ended December 31, 2003 and 2002
(Unaudited)

Three Months Ended
    
    Six Months EndedDecember 31,
    
    December 31,2003
    
    2002
    
    2003
    
    2002Income:Oil and gas
royalties
    
    $
    1,342,186
    
    
    $
    1,182,355
    
    
    $
    2,517,262
    
    
    $
    2,233,765Equity in
earnings of
affiliate
    
    
    108,844
    
    
    
    34,217
    
    
    
    164,511
    
    
    
    122,017Interest
income
    
    
    7,747
    
    
    
    11,094
    
    
    
    16,290
    
    
    
    22,0571,458,777
    
    
    
    1,227,666
    
    
    
    2,698,063
    
    
    
    2,377,839Expenses:General and
administrative
    
    
    72,000
    
    
    
    61,658
    
    
    
    113,664
    
    
    
    98,668Income before
Federal income
taxes
    
    
    1,386,777
    
    
    
    1,166,008
    
    
    
    2,584,399
    
    
    
    2,279,171Federal income
taxes of
subsidiary
    
    
    475
    
    
    
    0
    
    
    
    475
    
    
    
    7,000Net
income
    
    
    1,386,302
    
    
    
    1,166,008
    
    
    
    2,583,924
    
    
    
    2,272,171Undistributed
income at beginning
of year
    
    
    3,421,854
    
    
    
    3,120,982
    
    
    
    3,779,351
    
    
    
    3,098,1834,808,156
    
    
    
    4,286,990
    
    
    
    6,363,275
    
    
    
    5,370,354Distributions to
unitholders
    
    
    1,523,084
    
    
    
    1,258,346
    
    
    
    3,078,203
    
    
    
    2,341,710Undistributed
income at end of
year
    
    $
    3,285,072
    
    
    $
    3,028,644
    
    
    $
    3,285,072
    
    
    $
    3,028,644Net income per
unit
    
    $
    0.69
    
    
    $
    0.58
    
    
    $
    1.29
    
    
    $
    1.14Distributions per
unit
    
    $
    0.76
    
    
    $
    0.63
    
    
    $
    1.54
    
    
    $
    1.17


See accompanying notes to condensed consolidated financial statements.

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MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended December 31, 2003 and 2002
(Unaudited)

Six Months EndedDecember 31,2003
    
    2002Cash flows from operating activities:Net income
    
    $
    2,583,924
    
    
    $
    2,272,171Adjustments to reconcile net income to net cash provided
by operating activities:Equity in undistributed earnings of affiliate
    
    
    41,425
    
    
    
    12,667Amortization of premium
    
    
    4,562
    
    
    
    4,272Change in assets and liabilities:Oil and gas royalties receivable
    
    
    102,301
    
    
    
    (164,084
    )Receivable from affiliate
    
    
    21,725
    
    
    
    (10,300
    )Federal income taxes refundable
    
    
    
    
    
    
    15,930Interest receivable
    
    
    (130
    )
    
    
    (414
    )Accounts payable
    
    
    475
    
    
    
    Net cash provided by operating activities
    
    
    2,754,282
    
    
    
    2,130,242Cash flows from financing activities-distributions to
unitholders
    
    
    (3,078,203
    )
    
    
    (2,341,710
    )Net decrease in cash and cash equivalents
    
    
    (323,921
    )
    
    
    (211,468
    )Cash and cash equivalents at beginning of period
    
    
    1,334,059
    
    
    
    920,943Cash and cash equivalents at end of period
    
    $
    1,010,138
    
    
    $
    709,475


See accompanying notes to condensed consolidated financial statements.

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MARINE PETROLEUM TRUST AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
(Unaudited)

Accounting Policies

The financial statements include the financial statements of Marine
Petroleum Trust (the Trust) and its wholly-owned subsidiary, Marine Petroleum
Corporation (MPC). The financial statements are condensed and should be read
in conjunction with the Trusts annual report on Form 10-K for the fiscal year
ended June 30, 2003. The financial statements included herein are unaudited,
but in the opinion of management they include all adjustments necessary for a
fair presentation of the results of operations for the periods indicated.
Operating results for the six months ended December 31, 2003 are not
necessarily indicative of the results that may be expected for the fiscal year
ending June 30, 2004.

As an overriding royalty owner, actual production results are not known to
us until reported by the operator, which could be a period of 60-90 days later
than the actual month of production. To comply with accounting principles
generally accepted in the United States of America, we must estimate earned but
unpaid royalties from this production. To estimate this amount, we utilize
historical information based on the latest production reports from the
individual leases and current average prices as reported for oil by Chevron USA
and the spot market price for natural gas delivered at the Henry Hub in
Louisiana for the period under report.

Distributable Income

The Trusts Indenture provides that the trustee is to distribute all cash
in the trust, less an amount reserved for the payment of accrued liabilities
and estimated future expenses, to unitholders on the 28th day of March, June,
September and December of each year. If the 28th falls on a Saturday, Sunday
or legal holiday, the distribution is payable on the immediately preceding
business day.

As stated under Accounting Policies above, the financial statements in
this Form 10-Q are the condensed and consolidated account balances of the Trust
and MPC. However, distributable income is paid from the unconsolidated account
balances of the Trust. Distributable income is comprised of (i) royalties from
offshore Texas leases owned directly by the Trust, (ii) 98% of the overriding
royalties received by MPC that are paid to the Trust on a quarterly basis,
(iii) cash distributions from the Trusts equity interest in the Tidelands
Royalty Trust B (Tidelands), a separate publicly traded royalty trust, less
(iv) administrative expenses incurred by the Trust.

Undistributed Income

A contract between the Trust and MPC provides that 98% of the overriding
royalties received by MPC are paid to the Trust each quarter. MPC retains the
remaining 2% of the overriding royalties along with other items of income and
expense until such time as the Board of Directors declares a dividend out of
the retained earnings. No such dividend from MPC to the Trust has been
declared since 1993. On December 31, 2003, undistributed income of the Trust
and MPC amounted to $2,270,903 and $1,014,169, respectively.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition  Liquidity and Capital Resources

The Trust is a royalty trust that was created in 1956 under the laws of
the State of Texas. The Trust is not permitted to engage in any business
activity because it was organized for the sole purpose of providing an
efficient, orderly, and practical means for the administration and liquidation
of rights to payments from certain oil and natural gas leases in the Gulf of
Mexico, pursuant to license agreements and amendments between the Trusts
predecessors and Gulf Oil Corporation (Gulf). As a result of various
transactions that have occurred since 1956, the Gulf interests now are held by
Chevron Corporation, Elf Exploration, Inc., and their assignees.

The Trusts rights are generally referred to as overriding royalty
interests in the oil and natural gas industry. An overriding royalty interest
is created by an assignment by the owner of a working interest. The ownership
rights associated with an overriding royalty interest terminate when the
underlying lease terminates. All production and marketing functions are
conducted by the working interest owners of the leases. Revenues from the
overriding royalties are paid to the Trust either (i) on the basis of the
selling price of oil, natural gas and other minerals produced, saved or sold,
or (ii) at the value at the wellhead as determined by industry standards, when
the selling price does not reflect the value at the wellhead.

The Trust holds an overriding royalty interest equal to three-fourths of
1% of the value at the well of any oil, natural gas, or other minerals produced
and sold from the leases described above. The Trusts overriding royalty
interest applies only to existing leases and does not apply to new leases. The
Trust also owns a 32.6% equity interest in Tidelands. As a result of this
ownership, the Trust receives periodic distributions from Tidelands.

Due to the limited purpose of the Trust as stated in the Trusts
Indenture, there is no requirement for capital. The Trusts only obligation is
to distribute to unitholders the net income actually collected. As an
administrator of oil and natural gas royalty properties, the Trust collects
royalties monthly, pays administration expenses, and disburses all net
royalties collected to its unitholders each quarter. Because all of the
Trusts revenues are invested in liquid funds pending distribution, the Trust
does not experience any liquidity problems.

The Trusts Indenture (and MPCs charter and by-laws) expressly prohibits
the operation of any kind of trade or business. The Trusts oil and natural
gas properties are depleting assets and are not being replaced due to the
prohibition against these investments. Because of these restrictions, the
Trust does not require short term or long term capital. These restrictions,
along with other factors, allow the Trust to be treated as a grantor trust.
Thus, all income and deductions, for tax purposes, should flow through to each
individual unitholder. The Trust is not a taxable entity.

Critical Accounting Policies

As an overriding royalty owner, actual production results are not known to
us until reported by the operator, which could be a period of 60-90 days later
than the actual month of production. To comply with accounting principles
generally accepted in the United States of America, we must estimate earned but
unpaid royalties from this production. To estimate this amount, we utilize
historical information based on the latest production reports from the
individual leases and current average prices as reported for oil by Chevron USA
and the spot market price for natural gas delivered at the Henry Hub in
Louisiana for the period under report.

We did not have any changes in our critical accounting policies or in our
significant accounting estimates during the six months ended December 31, 2003.
Please see our annual report on Form 10-K for the year ended June 30, 2003 for
a detailed discussion of our critical accounting policies.

General

The Trust realized 44% of its revenue from the sale of oil and 56% from
the sale of natural gas during the six months ended December 31, 2003. Revenue
includes estimated royalties of oil and natural gas produced but not paid.

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Distributions fluctuate from quarter to quarter due to changes in oil and
natural gas prices and production quantities. Net income is determined by the
revenue from oil and natural gas produced and sold during the accounting
period. Distributions, however, are determined by the cash available to the
Trust on the determination date.

Summary Review of Operating Results

Net income for the six months ended December 31, 2003 increased
approximately 13% to $1.29 per unit as compared to $1.14 for the comparable
period in 2002. Oil production for the six months ended December 31, 2003
decreased approximately 11,000 barrels and natural gas production increased
approximately 3,000 mcf from the levels realized in the comparable period in
2002. For the six months ended December 31, 2003 the average price received
for a barrel of oil increased $3.55 over the price realized in the comparable
period in 2002 and the average price received for a thousand cubic feet (mcf)
of natural gas increased $1.38 over the price realized in the comparable
period in 2002.

Distributions to unitholders amounted to $1.54 per unit for the six months
ended December 31, 2003, an increase of 32% over the $1.17 distribution for the
comparable period in 2002.

The Trusts distributions are paid based on the timing of actual cash
receipts rather than the net income of the Trust.

The Trust must rely on public records for information regarding drilling
operations. The public records available up to the date of this report indicate
that 17 drilling and workover operations were conducted successfully during the
six months ended December 31, 2003 on leases in which the Trust has an
interest. There are approximately 380 wells subject to the Trusts overriding
royalty interest that are listed as active oil or natural gas wells on the records of
the Minerals Management Service. Based on our recent study only approximately
63% of these wells will be producing at any given time.

The following table presents the net production quantities of oil and
natural gas and net income and distributions per unit for the last five
quarters.

Production (1)Natural
    
    Net
    
    CashQuarter
    
    Oil (bbls)
    
    Gas (mcf)
    
    Income
    
    DistributionDecember 31, 2002
    
    
    20,659
    
    
    
    160,606
    
    
    
    .58
    
    
    
    .63March 31, 2003
    
    
    12,379
    
    
    
    117,767
    
    
    
    .65
    
    
    
    .66June 30, 2003
    
    
    28,551
    
    
    
    178,107
    
    
    
    .80
    
    
    
    .41September 30, 2003
    
    
    19,945
    
    
    
    141,921
    
    
    
    .60
    
    
    
    .78December 31, 2003
    
    
    18,090
    
    
    
    151,139
    
    
    
    .69
    
    
    
    .76


(1) Excludes the Trusts equity interest in Tidelands.

The Trusts revenues are derived from the oil and natural gas production
activities of unrelated parties. The Trusts revenues and distributions
fluctuate from period to period based upon factors beyond the Trusts control,
including, without limitation, the number of productive wells drilled and
maintained on leases subject to the Trusts interest, the level of production
over time from such wells and the prices at which the oil and natural gas from
such wells are sold. The Trust believes that it will continue to have enough
revenues to allow distributions to be made to unitholders for the foreseeable
future, although no assurance can be made regarding the amount of any future
distributions. The foregoing sentence is a forward-looking statement. For more
information, see Forward-Looking Statements on page 9. Actual results may
differ from expected results because of reductions in the price or demand for
oil and natural gas, which might then lead to decreased production; reductions
in production due to the depletion of existing wells or disruptions in service,
which may be caused by storm damage to production facilities, blowouts or other
production accidents, or geological changes such as cratering of productive
formations; and the
expiration or release of leases subject to the Trusts interests.

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Important aspects of the Trusts operations are conducted by third
parties. Oil and natural gas companies that lease tracts subject to the
Trusts interests are responsible for the production and sale of oil and
natural gas and the calculation of royalty payments to the Trust. The Trusts
distributions are processed and paid by The Bank of New York as the agent for
the trustee of the Trust.

Results of Operations-Three Months Ended December 31, 2003 and 2002

Net income increased 19% to approximately $1,386,000 for the three months
ended December 31, 2003, from approximately $1,166,000 realized for the
comparable three months in 2002.

Revenue from oil royalties, excluding the Trusts equity interest in
Tidelands, for the three months ended December 31, 2003 increased 8% to
approximately $599,000, from approximately $554,000 realized for the comparable
three months in 2002. As shown in the table below, the 12% decrease in oil
production quantities was offset by the 23% increase in the average price,
resulting in an increase in royalties from oil for the three months ended
December 31, 2003.

Revenue from natural gas royalties, excluding the Trusts equity interest
in Tidelands, increased 17% to approximately $744,000 for the three months
ended December 31, 2003, from approximately $635,000 for the comparable three
months in 2002. As shown in the table below, the decrease in production was
offset by the increase in the price for natural gas for the three months ended
December 31, 2003, resulting in increased royalties from natural gas for the
quarter.

Income from the Trusts equity in Tidelands increased approximately 218%
for the three months ended December 31, 2003, as compared to the comparable
three months in 2002.

The following table presents the quantities of oil and natural gas sold
and the average prices realized from current operations for the three months
ended December 31, 2003, and those realized in the comparable three months in
2002, excluding the Trusts equity interest in Tidelands:

2003
    
    2002OILBarrels sold
    
    
    18,090
    
    
    
    20,659Average price
    
    $
    33.09
    
    
    $
    26.80NATURAL GASMcf sold
    
    
    151,139
    
    
    
    160,606Average price
    
    $
    4.92
    
    
    $
    3.95


Results of Operations-Six Months Ended December 31, 2003 and 2002

Net income increased 14% to approximately $2,584,000 for the six months
ended December 31, 2003, from approximately $2,272,000 realized for the
comparable six months in 2002.

Revenue from oil royalties, excluding the Trusts equity interest in
Tidelands, for the six months ended December 31, 2003 decreased 11% to
approximately $1,106,000, from approximately $1,246,000 realized for the
comparable six months in 2002. As shown in the table below, the 22% decrease
in production quantities was not offset by the 14% increase in the average
price, resulting in a decrease in royalties from oil for the six months ended
December 31, 2003.

Revenue from natural gas royalties, excluding the Trusts equity interest
in Tidelands, increased 42% to approximately $1,411,000 for the six months
ended December 31, 2003, from approximately $993,000 for the

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comparable six months in 2002. As shown in the table below, the increase in
production plus the increase in the price for natural gas for the six months
ended December 31, 2003 resulted in increased royalties from natural gas for
the quarter.

Income from the Trusts equity in Tidelands increased approximately 35%
for the six months ended December 31, 2003, as compared to the comparable six
months in 2002.

The following table presents the quantities of oil and natural gas sold
and the average prices realized from current operations for the six months
ended December 31, 2003, and those realized in the comparable six months in
2002, excluding the Trusts equity interest in Tidelands:

2003
    
    2002OILBarrels sold
    
    
    38,035
    
    
    
    48,795Average price
    
    $
    29.09
    
    
    $
    25.54NATURAL GASMcf sold
    
    
    293,060
    
    
    
    289,858Average price
    
    $
    4.81
    
    
    $
    3.43


Forward-Looking Statements

The statements discussed in this quarterly report on Form 10-Q regarding
our future financial performance and results, and other statements that are not
historical facts, are forward-looking statements as defined in Section 27A of
the Securities Act of 1933. We use the words may, will, expect,
anticipate, estimate, believe, continue, intend, plan, budget, or
other similar words to identify forward-looking statements. You should read
statements that contain these words carefully because they discuss future
expectations, contain projections of our financial condition, and/or state
other forward-looking information. Events may occur in the future that we
are unable to accurately predict, or over which we have no control. If one or
more of these uncertainties materialize, or if underlying assumptions prove
incorrect, actual outcomes may vary materially from those forward-looking
statements included in this Form 10-Q.







Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Trust has invested a certain amount of its assets in cash
instruments, which involve market risks. If there is a change in the value of the underlying investment instruments, or if there is
a change in the applicable interest rate paid on those investments, the aggregate value of the Trust's assets could decrease.







Item 4. Controls and Procedures

Not applicable.

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PART II. OTHER INFORMATION







Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | The following exhibits are included herein:
| | --- |  | -------------------------------------------



| | 31.1 |  | Certification of the Principal Accounting Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------



| | 31.2 |  | Certification of the Corporate Trustee pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------



| | 32.1 |  | Certification of the Principal Accounting Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------



| | 32.2 |  | Certification of the Corporate Trustee pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------



| | (b) |  | Current Reports on Form 8-K:
| | --- |  | ----------------------------

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

MARINE PETROLEUM TRUSTBank of America, N.A., TrusteeFebruary 13, 2004
    
    
    By:
    /s/ RON E. HOOPERRon E. HooperSenior Vice PresidentFebruary 13, 2004
    
    
    By:
    /s/ R. RAY BELLR. Ray BellPrincipal Accounting Officer


11