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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number 000-08565
 Marine Petroleum Trust
  Texas
    
    75-6008017(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 c/o The Corporate Trustee:U.S. Trust, Bank of America Private Wealth ManagementP. O. Box 830650, Dallas, Texas
    
    75283-0650(Address of principal executive offices)
    
    (Zip Code)
 (800) 985-0794
 
 
  þ o
  Large accelerated filer oAccelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ  o þ




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MARINE PETROLEUM TRUST
 INDEX
 PageNumberPART I. FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)
    
    
    1Consolidated Statements of Assets, Liabilities and Trust Corpus as of December 31, 2008 and June 30, 2008
    
    
    1Condensed Consolidated Statements of Distributable Income for the Three and Six Months Ended December 31, 2008 and 2007
    
    
    2Consolidated Statements of Changes in Trust Corpus for the Six Months Ended December 31, 2008 and 2007
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.Trustees Discussion and Analysis of Financial Condition and Results of Operations
    
    
    6Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    11Item 4T.Controls and Procedures
    
    
    11PART II. OTHER INFORMATIONItem 1A.Risk Factors
    
    
    12Item 6.Exhibits
    
    
    15EX-31.1EX-32.1




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 MARINE PETROLEUM TRUST AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
As of December 31, 2008 and June 30, 2008
 December 31,
    
    
    June 30,2008
    
    
    2008(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,003,033
    
    
    $
    1,668,486Producing oil and gas properties
    
    
    7
    
    
    
    7Receivable from affiliate
    
    
    
    
    
    
    11,274Total assets
    
    $
    1,003,040
    
    
    $
    1,679,767LIABILITIES AND TRUST CORPUSCurrent liabilities:Federal income taxes payable
    
    $
    7,900
    
    
    $
    9,300Total current liabilities
    
    $
    7,900
    
    
    $
    9,300Trust corpus  authorized 2,000,000 units of
beneficial interest, issued 2,000,000 units at
nominal value
    
    
    995,140
    
    
    
    1,670,467$
    1,003,040
    
    
    $
    1,679,767
  1




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MARINE PETROLEUM TRUST AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF DISTRIBUTABLE INCOME
For the Three and Six Months Ended December 31, 2008 and 2007
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Income:Oil and gas royalties
    
    $
    720,751
    
    
    $
    989,059
    
    
    $
    2,201,248
    
    
    $
    2,310,325Oil and gas royalties from affiliate
    
    
    343,647
    
    
    
    384,054
    
    
    
    628,584
    
    
    
    709,256Interest income
    
    
    3,649
    
    
    
    18,852
    
    
    
    11,588
    
    
    
    38,796Total income
    
    $
    1,068,047
    
    
    $
    1,391,965
    
    
    $
    2,841,420
    
    
    $
    3,058,377Expenses:General and administrative
    
    $
    83,687
    
    
    $
    88,837
    
    
    $
    203,142
    
    
    $
    143,093Distributable income before Federal
income taxes
    
    
    984,360
    
    
    
    1,303,128
    
    
    
    2,638,278
    
    
    
    2,915,284Federal income taxes of subsidiary
    
    
    
    
    
    
    2,000
    
    
    
    3,600
    
    
    
    8,700Distributable income
    
    $
    984,360
    
    
    $
    1,301,128
    
    
    $
    2,634,678
    
    
    $
    2,906,584Distributable income per unit
    
    $
    0.49
    
    
    $
    0.65
    
    
    $
    1.32
    
    
    $
    1.45Distributions per unit
    
    $
    0.89
    
    
    $
    0.76
    
    
    $
    1.66
    
    
    $
    1.53Units outstanding
    
    
    2,000,000
    
    
    
    2,000,000
    
    
    
    2,000,000
    
    
    
    2,000,000
  2




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MARINE PETROLEUM TRUST AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF CHANGES IN TRUST CORPUS
For the Six Months Ended December 31, 2008 and 2007
(Unaudited)
 Six Months EndedDecember 31,2008
    
    
    2007Trust corpus, beginning of period
    
    $
    1,670,467
    
    
    $
    1,653,412Distributable income
    
    
    2,634,678
    
    
    
    2,906,584Distributions to unitholders
    
    
    3,310,005
    
    
    
    3,065,402Trust corpus, end of period
    
    $
    995,140
    
    
    $
    1,494,594
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MARINE PETROLEUM TRUST AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)
 Note 1. Accounting Policies
  Note 2. Basis of Accounting
  
    
    Royalty income is recognized in the month when received by Marine.
    
    Marines expenses (which include accounting, legal, and other professional fees,
trustees fees and out-of-pocket expenses) are recorded on an accrual basis. Reserves for
liabilities that are contingent or uncertain in amount may also be established if
considered necessary.
    
    Distributions to unitholders are recognized when declared by the trustee of the Trust.
  
    
    Royalty income is recognized in the month received rather than in the month of
production.
    
    Reserves may be established for contingencies that would not be recorded under GAAP.
  Note 3. Distributable Income
 th th
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Note 4. Investment in Affiliate  Tidelands Royalty Trust B
   TIDELANDS CONSOLIDATED STATEMENTS OF DISTRIBUTABLE INCOME
 Three
    
    
    Three
    
    
    SixMonths
    
    
    Months
    
    
    MonthsEnded
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2007Income
    
    $
    1,390,370
    
    
    $
    905,267
    
    
    $
    2,059,441Expenses
    
    
    107,525
    
    
    
    40,255
    
    
    
    80,909Distributable
income before
Federal
income taxes
    
    
    1,282,845
    
    
    
    865,012
    
    
    
    1,978,532Federal income
taxes of Tidelands
subsidiary
    
    
    13,100
    
    
    
    12,000
    
    
    
    25,100Distributable income
    
    $
    1,269,745
    
    
    $
    853,012
    
    
    $
    1,953,432
  5




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Item 2. Trustees Discussion and Analysis of Financial Condition and Results of Operations
 Organization
     
  Liquidity and Capital Resources
   6




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The Leases
   Critical Accounting Policies and Estimates
   General
    7




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Hurricanes Gustav and Ike
     Prices
  Summary of Operating Results
  8




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Net Production Quantities(1)
    
    DistributableNatural
    
    Income Per
    
    DistributionQuarter Ended
    
    Oil (bbls)
    
    Gas (mcf)
    
    Unit
    
    Per UnitDecember 31, 2007
    
    
    8,355
    
    
    
    49,268
    
    
    $
    0.65
    
    
    $
    0.76March 31, 2008
    
    
    9,458
    
    
    
    58,251
    
    
    $
    0.71
    
    
    $
    0.65June 30, 2008
    
    
    9,049
    
    
    
    57,014
    
    
    $
    0.77
    
    
    $
    0.75September 30, 2008
    
    
    6,972
    
    
    
    41,078
    
    
    $
    0.83
    
    
    $
    0.77December 31, 2008
    
    
    3,573
    
    
    
    28,385
    
    
    $
    0.49
    
    
    $
    0.89
 
 (1)
    
    Excludes the Trusts interest in Tidelands. Results of OperationsThree Months Ended December 31, 2008 and 2007
      9




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Three Months Ended December 31,2008
    
    2007(Unaudited)
    
    (Unaudited)
    
    % ChangeOilBarrels sold
    
    
    3,573
    
    
    
    8,355
    
    
    
    (57
    )%Average price
    
    $
    125.01
    
    
    $
    75.63
    
    
    
    65
    %Natural gasMcf sold
    
    
    28,385
    
    
    
    49,268
    
    
    
    (42
    )%Average price
    
    $
    9.66
    
    
    $
    7.25
    
    
    
    33
    %
  Results of OperationsSix Months Ended December 31, 2008 and 2007
       Six Months Ended December 31,2008
    
    2007(Unaudited)
    
    (Unaudited)
    
    % ChangeOilBarrels sold
    
    
    10,545
    
    
    
    17,113
    
    
    
    (38
    )%Average price
    
    $
    131.41
    
    
    $
    79.85
    
    
    
    65
    %Natural gasMcf sold
    
    
    69,463
    
    
    
    124,219
    
    
    
    (44
    )%Average price
    
    $
    11.74
    
    
    $
    7.60
    
    
    
    54
    %
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Forward-Looking Statements
  Website
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  11




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PART II. OTHER INFORMATION
 
 Item 1A. Risk Factors
  Marine is unable to acquire royalty interests in any more leases.
  Royalty interests are depleting assets and may deplete faster than expected or entirely.
   Oil and natural gas prices are volatile and fluctuate due to a number of factors, and lower prices
will reduce royalty payments to Marine and distributions to its unitholders.
  
    
    political conditions worldwide, in particular political disruption, war or
other armed conflicts in oil producing regions;
    
    worldwide economic conditions;
    
    weather conditions;
    
    the supply and price of domestic and foreign oil and natural gas;
    
    the level of consumer demand;
    
    the price and availability of alternative fuels;
    
    the proximity to, and capacity of, transportation facilities; and
    
    the effect of worldwide energy conservation measures.
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The market price for the units may not reflect the value of the royalty interests held by Marine.
   Operating risks for the working interest owners interests on the leases can adversely affect
distributions.
  The owner of any underlying properties of the leases may transfer any of the properties to another
unrelated third party.
  The owner of any underlying properties of the leases may abandon any property, terminating the
related royalty interest Marine may hold.
  13




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The Trustee, Marine and its unitholders do not control the operation or development of the
underlying properties of the leases and have little influence over operation or development.
  Important reserve and other information with respect to the particular leases subject to Marines
royalty interest is difficult to obtain.
  Terrorism and continued geopolitical hostilities could adversely affect Marines distributions to
its unitholders or the market price of its units.
  Unitholders have limited voting rights.
  The limited liability of the unitholders is uncertain.
  14




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Marines royalty interest can be sold and the Trust can be terminated.
  The operators of the working interest owner are subject to extensive governmental regulation.
  Financial information of Marine is not prepared in accordance with GAAP.
  If it is determined that Marine is subject to the Texas franchise tax, the Trustee may have to
withhold an amount from future distributions to pay the tax liability.
  i.e.
  
 Item 6. Exhibits
  31.1
    
    Certification of the Corporate Trustee pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Corporate Trustee pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  MARINE PETROLEUM TRUST
U.S. Trust, Bank of America Private Wealth
Management, TrusteeFebruary 17, 2009
    By:
    /s/ Ron E. HooperRon E. HooperSenior Vice President 16