<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                    FORM 10-K

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2002

                                       OR

              [ ] 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 0-8677

                           TIDELANDS ROYALTY TRUST "B"
             (Exact name of registrant as specified in its charter)

              TEXAS                                           75-6007863
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

      C/O THE CORPORATE TRUSTEE
         BANK OF AMERICA, N.A.                                 75283-0650
     P.O. BOX 830650, DALLAS, TEXAS                            (Zip Code)
(Address of principal executive offices)

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

        Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Act: Units of
                              Beneficial Interest

                            ------------------------

         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
                                     ---     ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
                                 Yes      No  X
                                     ---     ---

         Aggregate market value of the Units of Beneficial Interest held by
non-affiliates of the Registrant at June 28, 2002: $4,672,084.

         Number of Units of Beneficial Interest outstanding as of December 31,
2002 - 1,386,375 Units.

         Documents incorporated by reference:  None.

================================================================================

<PAGE>


                                TABLE OF CONTENTS
<Table>


<S>                                                                                      <C>
PART I

Item  1.     Business.................................................................... 3

Item  2.     Properties.................................................................. 5

Item  3.     Legal Proceedings........................................................... 7

Item  4.     Submission of Matters to a Vote of Security Holders......................... 7

PART II

Item  5.     Market for Registrant's Common Equity and Related Stockholder
             Matters..................................................................... 8

Item  6.     Selected Financial Data..................................................... 8

Item  7.     Management's Discussion and Analysis of Financial Condition and
             Results of Operations....................................................... 9

Item  7A.    Quantitative and Qualitative Disclosures About Market Risk..................12

Item  8.     Financial Statements and Supplementary Data.................................12

Item  9.     Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure........................................................12

PART III

Item 10.     Directors and Executive Officers of the Registrant..........................13

Item 11.     Executive Compensation......................................................13

Item 12.     Security Ownership of Certain Beneficial Owners and Management and
             Related Stockholder Matters.................................................13

Item 13.     Certain Relationships and Related Transactions..............................13

Item 14.     Controls and Procedures.....................................................14

PART IV

Item 15.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K............15
</Table>


                                       2
<PAGE>

PART I

ITEM 1.  BUSINESS

         Organization. Tidelands Royalty Trust "B" ("Tidelands") is a royalty
trust that was created on June 1, 1954, under the laws of the State of Texas.
Tidelands 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 interests in any oil,
natural gas or other mineral leases obtained by Gulf Oil Corporation ("Gulf") in
a designated area of the Gulf of Mexico. These rights are evidenced by a
contract between Tidelands' predecessors and Gulf dated April 30, 1951 (the
"1951 Contract"), which is binding upon the assignees of Gulf. As a result of
various transactions that have occurred since 1951, the Gulf interests that were
subject to the 1951 Contract now are held by Chevron Corporation ("Chevron"),
Elf Acquitane, Inc. ("Elf"), and their assignees.

         The Tidelands Royalty Trust "B" Indenture, effective June 1, 1954, as
amended (the "Indenture"), provides that the corporate trustee is to distribute
all cash in Tidelands, less an amount reserved for the payment of accrued
liabilities and estimated future expenses, to unitholders of record on the last
business day of March, June, September, and December of each year. Pursuant to
the terms of the Indenture, all distributions will be sent within 15 calendar
days of the record date. Bank of America, N.A. serves as corporate trustee.

         The Indenture as amended provides that the term of the royalty trust
created to hold the rights under the 1951 Contract will expire on April 30,
2021, unless extended by the vote of the holders of a majority of the
outstanding units of beneficial interest.

         Tidelands' wholly-owned subsidiary, Tidelands Royalty "B" Corporation
("Tidelands Corporation"), holds title to interests in properties subject to the
1951 Contract that are situated offshore of Louisiana. Ninety-five percent of
all oil, natural gas, and other mineral royalties collected by this subsidiary
are paid to Tidelands. Tidelands Corporation, like Tidelands, is prohibited from
engaging in a trade or business and does only those things necessary for the
administration and liquidation of its properties.

         Tidelands' only industry segment or purpose is the administration and
collection of royalties.

         The Contract. The 1951 Contract identifies 60 specific tracts in the
Gulf of Mexico. These tracts are not all the same size and collectively contain
approximately 1,370,000 acres (sometimes referred to herein as the "Royalty
Area"). Prior to the expiration of the 50-year lease acquisition period on April
30, 2001 (the "Acquisition Expiration Date"), if Chevron, Elf or their assignees
had acquired a lease or leases on one of the 60 tracts before and if oil or
natural gas were produced and sold from any such tract, then Chevron, Elf or
their assignees had to make production payments to Tidelands, in an amount equal
to approximately 12.5% of the value at the wellhead of the oil and natural gas
subject to such lease until the sum of $1,500,000 has been paid under the lease.
Thereafter, Tidelands' interest in such tract was converted to an overriding
royalty and Tidelands received payments equal to approximately 4.17% of the
value of the oil and natural gas sold as long as the lease on such tract
existed.

         Tidelands has eight assigned leases. At December 31, 2002, six of
Tidelands' assigned leases contained producing wells and had paid out their
$1,500,000 production payments. Tidelands' royalty interest on five of the six
leases is 4.17%. On the sixth lease the overriding royalty is 1.0416%. Two
recently acquired and assigned leases do not contain any producing wells. These
leases have not yet paid $1,500,000 in production payments.

         Since the Acquisition Expiration Date, Chevron, Elf and their assignees
are no longer obligated to assign an interest to the Trust out of any lease that
was acquired after that date. Tidelands will continue to receive payments on the
leases acquired by Chevron, Elf or their assignees prior to the Acquisition
Expiration Date.


                                       3
<PAGE>



         In 2002, approximately 22% of Tidelands' royalty revenues were
attributable to oil and approximately 78% were attributable to natural gas. The
production payments and royalty revenues received by Tidelands are affected by
seasonal fluctuations in demand and by changes in the market price for oil and
natural gas. During 2002, Tidelands received royalty payments from eight working
interest owners. The following table shows the percentage received each year for
the past 3 years from those working interest owners:

<Table>
<Caption>
                        COMPANY                                    2002         2001         2000
------------------------------------------------------------     -------      -------      -------
<S>                                                              <C>          <C>          <C>
Devon Energy Production Company ............................          49%          68%          68%
Burlington Resources .......................................          20%          12%           7%
Millenium Offshore Group Inc. ..............................           1%          12%          --
Petroquest Energy Inc. .....................................           5%           4%           2%
Dominion Exploration & Production Co. ......................           5%           3%          --
Forest Oil Corp. ...........................................           1%           1%          --
Chevron, USA ...............................................          --           --            1%
Pennzenergy Exploration and Production Company .............          --           --           21%
Dunhill Resources ..........................................          17%          --           --
Linder Oil Company .........................................           2%          --           --
CNG Producing Company ......................................          --           --            1%
                                                                 -------      -------      -------
                                                                     100%         100%         100%
                                                                 =======      =======      =======
</Table>

         Tidelands derives no revenues from foreign sources and has no export
sales.

         Trust Functions. Tidelands is administered by officers and employees of
its Trustee, Bank of America, N.A. and its principal accounting officer who
performs certain management, financial and administrative services for
Tidelands. See "Management and Principal Unitholders."

         Important aspects of Tidelands' operations are conducted by third
parties. These include the production and sale of oil and natural gas and the
calculation of royalty payments to Tidelands, which are conducted by oil and
natural gas companies that lease tracts subject to Tidelands' interests.
Similarly, Tidelands' distributions are processed and paid by The Bank of New
York as the agent for the trustee of Tidelands.

         Marine Petroleum Corporation, a wholly-owned subsidiary of Marine
Petroleum Trust ("Marine"), a 32.6% unitholder of Tidelands, leases office space
in Dallas, Texas to provide work space and record storage for Marine, Marine
Petroleum Corporation, Tidelands and Tidelands Corporation. The cost of this
office facility is shared by all four of these entities in proportion to each
entity's gross income to the total of such income of all entities.

         The ability of Tidelands to receive revenues is entirely dependent upon
its entitlement to its rights with respect to the leases held by Chevron, Elf
and their assignees in the Gulf of Mexico (as more fully described in
"Properties" below). Moreover, no revenues are payable to Tidelands until sales
of production commence from any such lease.

         The royalty interests held by Tidelands are depleting with each barrel
of oil and mcf of natural gas produced. No funds are reinvested by Tidelands;
thus, these depleting assets are not being replaced.


                                       4
<PAGE>



ITEM 2.  PROPERTIES

         General. Tidelands is not engaged in oil and natural gas operations.
Its income is based on oil and natural gas operations of others. Tidelands'
income is derived from contracts that provide for payments in the nature of
overriding royalty payments made to Tidelands based on oil and natural gas sales
from certain leases in the Gulf of Mexico. Tidelands does not own or directly
lease any physical properties.

         Reserves. Tidelands is not engaged in the production of oil or natural
gas. Tidelands' income is derived from overriding royalty payments that are
carved out of working interests in oil and natural gas leases in the Gulf of
Mexico. Tidelands does not have the engineering data necessary to make an
estimate of the proved oil and natural gas reserves attributable thereto (nor
the present value of future net cash flows from such reserves), and is not
entitled to receive such data from the owners of the working interests from
which Tidelands' interests are derived. See also "Difficulty in Obtaining
Certain Data" below.

         Since Tidelands does not have access to this reserve information,
Tidelands is unable to compute the standardized measure of discounted future net
cash flows therefrom.

         No reports on oil and natural gas reserves were filed with any federal
authority or agency during 2002 by Tidelands.

         Production. Information regarding the net quantities of oil and natural
gas produced with respect to Tidelands' overriding royalty interests for each of
the last three fiscal years, as well as the average sales price per unit of oil
and natural gas produced upon which payments to Tidelands are based, is set
forth below in the following table:

<Table>
<Caption>
                                                                           2002             2001               2000
                                                                      -------------     -------------     -------------
<S>                                                                   <C>               <C>               <C>
Quantity of royalty oil and natural gas sold:
    Oil (in barrels ("bbls")) ...................................            8,614            10,625            12,497
    Natural gas (in thousand cubic feet ("mcf")) ................           229,038           201,284           256,706
Weighted average sales price for royalty oil and natural gas
sold:
    Oil (per bbl) (1) ...........................................     $       25.98     $       24.72     $       30.39
    Natural gas (per mcf) (1) ...................................     $        3.44     $        4.49     $        4.67
</Table>

----------

(1)      The weighted average sales price is based on the market value at the
         well as determined by the operators.

         Information about average production cost (lifting cost) per unit of
production has been omitted due to its unavailability and inapplicability to
Tidelands. For more recent information regarding crude oil sales prices, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" below.

         Interests in Properties. Tidelands' properties consist of production
payments and overriding royalty interests in 8 oil and natural gas leases
covering 32,312 gross acres in the 1,370,000 acre Royalty Area. These leases are
located in the Gulf of Mexico in the Galveston, High Island, Sabine Pass and
West Cameron areas.

         Productive Properties. Set forth in the table below is certain
information as of December 31, 2002, concerning gross productive oil and natural
gas wells and gross leased acres in which Tidelands owns its interests:

<Table>
<S>                           <C>
GROSS PRODUCTIVE WELLS:
    Oil .................            3
    Natural Gas .........            6
                              --------
GROSS LEASED ACRES: .....            9
                              ========
    Productive ..........       27,312
    Non-Productive ......        5,000
                              --------
                                32,312
                              ========
</Table>

                                       5
<PAGE>

         Information regarding net wells or acres is not included since
Tidelands does not own any working interests.

         The following table contains information about the average daily
production attributable to Tidelands' interest, by field, for the six months
ended July 31, 2001 and 2000. The information for 2002 is the average daily
production for the month June 2002 and is the most recent production information
available to Tidelands from the Petroleum Information Corporation for the year
2002.

<Table>
<Caption>

                                                                   NET Mcf OIL & NATURAL GAS
                                                                     EQUIVALENT PER DAY (1)
                                                         ----------------------------------------------
                                                          ONE MONTH                SIX MONTHS
                                                            ENDED                     ENDED
                                           YEAR            JUNE 30,                  JUNE 30,
                                           FIRST         ------------     -----------------------------
              FIELD                       PRODUCED           2002             2001             2000
-----------------------------------     ------------     ------------     ------------     ------------
<S>                                     <C>              <C>              <C>              <C>
OFFSHORE TEXAS
    Galveston Block 303 ...........             1987              190              215               55
    High Island Block 128 .........             1989               --               --              119
OFFSHORE LOUISIANA
    Sabine Pass Block 13 ..........             1981              130              150              198
    West Cameron Block 165 ........             1969              235              149              613
    West Cameron Block 225 ........             1969               60               73               12
</Table>

----------

(1)      Net oil production is reflected in the amount of its mcf equivalent of
         natural gas on a btu basis (6 to 1).

         Present Activities. Tidelands currently receives royalties from oil and
natural gas sold from five leases in the Royalty Area, although delivery
quantities are subject to seasonal demand.

         Tidelands is not obligated to provide any fixed and determinable
quantities of oil or natural gas in the future under any existing contracts or
agreements. Tidelands understands from public records that no activity is being
undertaken with respect to drilling or workover operations on the five leases
from which it receives royalties.

         Difficulty in Obtaining Certain Data. Tidelands' only activities are
the collection and distribution of revenues from overriding royalties on certain
oil and natural gas leases in the Gulf of Mexico, pursuant to purchase
agreements between Tidelands' predecessors and Gulf and its transferees. The
leasehold working interests that are subject to the rights held by Tidelands
were originally owned in whole or in part by Chevron, and, except for two
non-producing leases, have been assigned to other oil and natural gas
exploration and production companies. Certain information as to reserves,
availability of oil and natural gas, average production cost (lifting cost) per
unit, undeveloped acreage, net wells and net acres, etc., with respect to the
particular leases subject to Tidelands' interests lies solely within the
knowledge of these concerns. Engineering data, if any, regarding these
leaseholds would have been compiled principally by or for the working interest
owners of these leaseholders and Tidelands believes that it will not be provided
access to such information. Because of this, it appears that unreasonable
efforts and expense would be involved in seeking to obtain all of the
information required under Item 102 of Regulation S-K and Securities Exchange
Act of 1934 Industry Guide 2.




                                       6
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

         On July 8, 2002, Tidelands commenced legal action against Chevron to
acquire an assignment of an overriding royalty interest in a lease which we
believed we were entitled to. In order to reduce the expense of continuing the
lawsuit plus the uncertainty of the outcome in the court, we agreed to accept an
assignment of a 1/16th overriding royalty interest until we receive $1,500,000,
instead of a 1/8th as provided for in the 1951 Contract, followed by a 1/24th
overriding royalty interest. We have received the assignment and are now in the
process of filing a motion to dismiss the lawsuit. There is no production on the
lease at the present time and no assurance that there ever will be.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         During the last quarter of 2002, no matters were presented to the
unitholders for a vote.




                                       7
<PAGE>



PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Tidelands is authorized to issue 1,386,525 units of beneficial
interest; 1,386,375 units were held by 378 unitholders of record as of January
2, 2003. The remaining 150 units are reserved to be issued to specific parties
if and when they decide to transfer their rights under the 1951 Contract to
Tidelands. There were no changes in the number of outstanding units of
beneficial interest during 2002.

         The units of beneficial interest in Tidelands trade in the
over-the-counter market and are listed in the NASD's Bulletin Board under the
symbol "TIRTZ." There is limited trading in Tidelands' units of beneficial
interest. The following table presents information obtained from the National
Quotation Bureau, Inc. as to the high and low bid prices and includes
distributions to unitholders, by quarter, for the past two years:


<Table>
<Caption>
                                      BID QUOTATION
                             -------------------------------     DISTRIBUTIONS
 YEAR ENDED DECEMBER 31,         HIGH               LOW            (PER UNIT)
------------------------     -------------     -------------     -------------
<S>                          <C>               <C>               <C>
2002
  First quarter ........     $        4.40     $        4.40     $         .08
  Second quarter .......              4.18              3.05               .10
  Third quarter ........              3.50              3.00               .17
  Fourth quarter .......              4.40              3.25               .13
2001
  First quarter ........     $        5.13     $        3.94     $         .30
  Second quarter .......              6.05              5.00               .35
  Third quarter ........              6.00              4.60               .20
  Fourth quarter .......              6.11              5.10               .11
</Table>

         Such over-the-counter market quotations reflect interdealer prices
without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

         Tidelands must distribute to its unitholders all cash accumulated each
quarter, less an amount reserved for accrued liabilities and estimated future
expenses. Such distributions have been made since the third quarter of 1977 and
will continue so long as the income from oil and natural gas royalties exceeds
administrative costs.

         The Securities and Exchange Commission has neither approved nor
disapproved Tidelands' Annual Report for its year ended December 31, 2002, nor
has it passed upon its accuracy or adequacy. While Tidelands' complete Form 10-K
(excluding exhibits) for the year ended December 31, 2002, is distributed to
unitholders, a copy of such Form 10-K (without exhibits) is available without
charge to interested parties. There will be copying and mailing charges for
copies of any exhibits requested. Written requests should be directed to Mr. Ron
E. Hooper, Bank of America, N.A., P.O. Box 830650, Dallas, Texas 75283-0650.

ITEM 6.  SELECTED FINANCIAL DATA

<Table>
<Caption>
                                       (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
                                          2002          2001          2000          1999          1998
                                       ----------     ---------     ---------     ---------     ---------

<S>                                    <C>            <C>           <C>           <C>           <C>
Income - oil and natural gas
     royalties ....................     $   1,011     $   1,166     $   1,580     $   1,108     $   1,228

Net income ........................     $     879     $   1,092     $   1,532     $   1,071     $   1,193

Net income per unit ...............     $     .63     $     .79     $    1.11     $     .77     $     .86

Distributions to unitholders ......     $     668     $   1,332     $   1,213     $   1,028     $   1,104

Distributions per unit ............     $     .48     $     .96     $     .87     $     .74     $     .80

Total assets ......................     $   1,533     $   1,299     $   1,688     $   1,560     $   1,646
</Table>

                                       8
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         Capital Resources and Liquidity. Because of the nature of Tidelands as
a trust entity, there is no requirement for capital; its only obligation is to
distribute to unitholders the net income actually collected. As an administrator
of oil and natural gas royalty properties, Tidelands collects income monthly,
pays expenses of administration, and disburses all net income collected to its
unitholders each quarter. Because all of Tidelands' revenues are invested in
liquid funds pending distribution, Tidelands does not experience liquidity
problems.

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

         Critical Accounting Policies. As an overriding royalty owner, actual
production results are not known to Tidelands until reported by the operator,
which could be a period of 60-90 days later. As such, Tidelands must estimate
earned but unpaid royalties from this production. To estimate this amount,
Tidelands utilizes historical information based on the latest production reports
from the individual leases and current average prices as reported for the period
under report.

         Results of Operations. Tidelands' revenues are derived from the oil and
natural gas production activities of unrelated parties. Tidelands' revenues and
distributions fluctuate from period to period based upon factors beyond
Tidelands' control, including without limitation the number of leases subject to
Tidelands' interests, the number of productive wells drilled on leases subject
to Tidelands' interests, the level of production over time from such wells and
the prices at which the oil and natural gas from such wells are sold. Tidelands
believes that it will continue to have revenues sufficient to permit
distributions to be made to unitholders for the foreseeable future, although no
assurance can be made regarding the amounts thereof. The foregoing sentence is a
forward-looking statement. Factors that might cause actual results to differ
from expected results include reductions in prices or demand for oil and natural
gas, which might then lead to decreased production; reductions in production due
to depletion of existing wells or disruptions in service, including as the
result of storm damage, blowouts or other production accidents, and geological
changes such as cratering of productive formations; expiration or release of
leases subject to Tidelands' interests.

         Tidelands' income consists primarily of oil and natural gas royalties
and is based on the value at the well of Tidelands' percentage interest in oil
and natural gas sold without reduction for production expenses. Value at the
well for oil is the purchasers' posted price at its receiving point onshore,
less the cost of transportation from the offshore lease to the onshore receiving
point. In general, value at the well is determined on the basis of the selling
price of oil, natural gas and other minerals produced, saved and sold, or at
wellhead prices determined by industry standards, where the selling price does
not reflect value at the well. In the event an agreement is not arms-length in
nature, the value is based upon current market prices.

         Summary Review. Tidelands' net income in 2002 amounted to $879,197 or
$.63 per unit as compared to $1,092,273 or $.79 per unit in 2001 and $1,532,381
or $1.11 per unit in 2000. Distributions per unit were $.48 in 2002, $.96 in
2001 and $.87 in 2000.

         Administrative expenses increased approximately $51,000 (47%) in 2002
due primarily to the cost of litigation in connection with a successful claim
for an overriding royalty interest in a lease.


                                       9
<PAGE>

         Production of oil and natural gas and price received has fluctuated
over the past three years. The following table presents the results of these
factors for the past three years:

<Table>
<Caption>
                                                                 2002               2001                2000
                                                            --------------     --------------     --------------
<S>                                                         <C>                <C>                <C>
QUANTITY OF ROYALTY OIL AND NATURAL GAS SOLD:
    Oil (bbls) ........................................              8,614             10,625             12,498
    Natural gas (mcf) .................................            229,038            201,284            256,706
WEIGHTED AVERAGE SALES PRICE FOR ROYALTY OIL AND
    NATURAL GAS SOLD:
    Oil (per bbl)(1) ..................................     $        25.98     $        24.72     $        30.39
    Natural gas (per mcf)(1) ..........................     $         3.44     $         4.49     $         4.67
</Table>

----------

(1)      The weighted average sale price is based on the market value at the
         well as determined by the operators.

         Tidelands retains a funded reserve for possible royalty overpayments
received in various years from 1988 through 1993. As of December 31, 2002,
Tidelands retained a funded reserve of approximately $127,000 for possible
royalty overpayments in the future.

         During the year ended December 31, 2000, Tidelands restored to income
$251,534 of its contingency reserve that management determined was no longer
needed to cover refunds that may be required upon redetermination of natural gas
prices for royalty payments in prior periods. Net income per unit was increased
$.18 by this decision.

         The following table and related discussion and analysis shows the
royalty income, the net quantities sold, and the average price received for oil
and natural gas during the past three years excluding the $251,534 realized in
fiscal 2000 from the reduction of the previously established accounts payable
for possible royalty over-payments that management no longer deemed required.
The following table presents comparative operating data which reflects these
underlying circumstances.

<Table>
<Caption>
                                                 FOR YEARS ENDED DECEMBER 31,
                                            2002             2001             2000
                                        ------------     ------------     ------------
<S>                                     <C>              <C>              <C>
INCOME:
    Oil royalties (1) .............     $    223,812     $    262,623     $    379,828
    Natural gas royalties .........          787,267          903,587        1,200,083
                                        ------------     ------------     ------------
                                        $  1,011,079     $  1,166,210     $  1,579,911
NET PRODUCTION QUANTITIES:
    Oil (bbls) ....................            8,614           10,625           12,498
    Natural gas (mcf) .............          229,038          201,284          256,706

AVERAGE NET PRICES:
    Oil(1) ........................     $      25.98     $      24.72     $      30.39
    Natural gas(2) ................     $       3.44     $       4.49     $       4.67
</Table>

----------

(1)      These amounts are net of the cost of transportation from offshore
         leases to onshore receiving points.

(2)      The average price in 2000 includes $.98 per mcf attributable to the
         $251,534 reserve reduction for that year.

         Oil and Natural Gas Royalties - 2002 and 2001: During fiscal 2002,
Tidelands received approximately 22% of its royalty income from the sale of oil
and 78% from the sale of natural gas. Income from such oil and natural gas
royalties in fiscal 2002 decreased approximately 13% from fiscal 2001.

         Oil royalties during fiscal 2002 in the amount of $223,812 were 15%
lower than oil royalties received in fiscal 2001 in the amount of $262,623.
There was an increase in the average price received that was offset by a
decrease in the quantity of oil sold.


                                       10
<PAGE>

       Natural gas royalties during fiscal 2002 in the amount of $787,267 were
13% lower than natural gas royalties received in fiscal 2001 in the amount of
$903,587. The decrease was due to a decrease in the price received that was
offset by an increase in the quantity of natural gas sold.

       General and administrative expenses for 2002 amounted to $158,656, an
increase of 47% over $107,650 in 2001. The primary cause of this increase was
the cost of litigation started on July 8, 2002 against Chevron to acquire an
interest in a lease which we believed we were entitled to. See "Legal
Proceedings" for further explanation.

       Oil and Natural Gas Royalties - 2001 and 2000: During fiscal 2001,
Tidelands received approximately 23% of its royalty income from the sale of oil
and 77% from the sale of natural gas. Income from such oil and natural gas
royalties in fiscal 2001 decreased approximately 26% from fiscal 2000.

       Revenue from oil royalties amounted to $262,623 in fiscal 2001, a
decrease of 31% as compared to the $379,838 realized in fiscal 2000. The
decrease was due to decreases in both production and average price realized
during 2001.

       Revenue from natural gas royalties amounted to $903,587, a decrease of
25% as compared to the $1,200,083 realized in fiscal 2000. The decrease was due
to decreases in both production and average price realized during 2001.

       General and administrative expenses for 2001 amounted to $107,650, an
increase of 16% over $93,140 in 2000. The primary cause of this increase was due
to the cost of soliciting the unitholders vote to extend the life of the trust.


                                       11
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         At December 31, 2002, Tidelands did not have any market risk exposure
with regard to any activities in derivative financial instruments, other
financial instruments and derivative commodity instruments.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Tidelands' consolidated financial statements listed in the following
index, together with the related notes and the report of KPMG LLP, independent
certified public accountants, are presented on pages 15 through 22 hereof:


<Table>
<Caption>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
--Independent Auditors' Report ...........................................................     16
--Consolidated Balance Sheets as of December 31, 2002 and 2001 ...........................     17
--Consolidated Statements of Income and Undistributed Income for the Three Years
     Ended December 31, 2002 .............................................................     18
--Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2002 ......     19
--Notes to Consolidated Financial Statements .............................................     20
</Table>


         See also "Exhibits, Financial Statement Schedules and Reports on Form
8-K" of this Form 10-K for further information concerning the financial
statements of Tidelands and its subsidiaries.

         All schedules have been omitted because they are not required or
because the required information is shown in the consolidated financial
statements or notes thereto.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         During 2002 and 2001 there were no disagreements by Tidelands with its
principal accountants on any matter of accounting principles or practices or
financial statement disclosure.



                                       12
<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Tidelands is a trust created under the laws of the State of Texas.
Tidelands' Indenture does not provide for directors or officers or the election
of directors or officers. Under the Indenture, Bank of America, N.A. serves as
Trustee.

         R. Ray Bell may be considered a significant employee of Tidelands. Mr.
Bell has been involved in the administration of Tidelands since its inception.
He is 75 years old, and since July 1, 1977, Mr. Bell has been employed by Marine
Petroleum Corporation, a subsidiary of Marine, as president, vice president and
director. Mr. Bell will serve in such capacities until the next annual meeting
of directors of Marine Petroleum Corporation or until his successor is elected
and qualified. Mr. Bell acts as the principal accounting officer of Tidelands
for purposes of Tidelands' filings with the SEC.

ITEM 11. EXECUTIVE COMPENSATION

         During Tidelands' fiscal year ended December 31, 2002, Tidelands paid
or accrued fees of $20,403 to Bank of America, N.A., as corporate trustee.
During Tidelands' fiscal year ended December 31, 2002, Tidelands paid $21,659 to
Marine Petroleum Corporation as its share of certain administrative expenses.
These expenses are shared in the ratio of each of Tidelands' and Marine's gross
receipts to the total gross receipts of both trusts.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         The following table sets forth the persons known to Tidelands who own
beneficially more than five percent of its outstanding units of beneficial
interest:

<Table>
<Caption>
                                                                         AMOUNT BENEFICIALLY
                                        NAME AND ADDRESS OF                  OWNED AS OF                 PERCENT
        TITLE OF CLASS                    BENEFICIAL OWNER                DECEMBER 31, 2001             OF CLASS
-------------------------------    -------------------------------    ---------------------------   ------------------
<S>                                <C>                                <C>                           <C>
Units of Beneficial Interest       Marine Petroleum Trust                      452,366                    32.6%
                                   P.O. Box 830241
                                   Dallas, Texas  75283-0241
</Table>


         There are no executive officers or directors of Tidelands. Bank of
America, N.A. does not beneficially own any units of beneficial interest.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable.



                                       13
<PAGE>
ITEM 14. CONTROLS AND PROCEDURES

         (a) Evaluation of Disclosure Controls and Procedures. The term
"disclosure controls and procedures" is defined in Rule 13a-14(c) of the
Securities and Exchange Act of 1934, or the Exchange Act. This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Exchange Act is recorded, processed, summarized and reported within
required time periods. Our Principal Accounting Officer and our Trustee have
evaluated the effectiveness of our disclosure controls and procedures as of a
date within 90 days before the filing of this annual report, and they have
concluded that as of that date, our disclosure controls and procedures were
effective at ensuring that required information will be disclosed on a timely
basis in our reports filed under the Exchange Act.

         (b) Changes in Internal Controls. We maintain a system of internal
controls that are designed to provide reasonable assurance that our books and
records accurately reflect our transactions and that our established
<PAGE>

policies and procedures are followed. There were no significant changes to our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the date of their evaluation by our Principal
Accounting Officer and our Trustee, including any corrective actions with regard
to significant deficiencies and material weaknesses.




                                       14
<PAGE>



PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      Financial Statements -- See "Financial Statements and Supplementary
Data" above.

         The consolidated financial statements, together with the related notes
and the reports of KPMG LLP, independent certified public accountants, as
contained in the Form 10-K of Marine Petroleum Trust for its fiscal year ended
June 30, 2002 and filed with the Securities and Exchange Commission, are hereby
incorporated herein by reference for all purposes.

(b)      Reports on Form 8-K -- No reports on Form 8-K have been filed during
the last quarter of the fiscal year ended December 31, 2002.

(c)      Exhibits

            21.1  Subsidiaries of Tidelands.




                                       15
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Trustee
Tidelands Royalty Trust "B":

         We have audited the accompanying consolidated balance sheets of
Tidelands Royalty Trust "B" ("Tidelands") and subsidiary as of December 31, 2002
and 2001, and the related consolidated statements of income and undistributed
income and cash flows for each of the years in the three-year period ended
December 31, 2002. These consolidated financial statements are the
responsibility of Tidelands' management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Tidelands
Royalty Trust "B" and subsidiary as of December 31, 2002 and 2001 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.

Dallas, Texas
March 14, 2003                                                    /s/ KPMG LLP





                                       16
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001



<Table>
<Caption>
                                                  ASSETS
                                                                                               2002              2001
                                                                                           ------------     ------------
<S>                                                                                        <C>              <C>
Current assets:
    Cash and cash equivalents ........................................................     $    520,375     $  1,165,980
    Oil and natural gas royalties receivable .........................................          274,264          122,563
    Federal income taxes receivable ..................................................           12,037           10,520
    Interest receivable ..............................................................            4,654               --
                                                                                           ------------     ------------
        Total current assets .........................................................          811,330        1,299,063
Oil, natural gas and other mineral properties ........................................                2                2
Investment in U.S. Treasury and agency bonds .........................................          721,537               --
                                                                                           ------------     ------------
                                                                                           $  1,532,869     $  1,299,065
                                                                                           ============     ============

                                     LIABILITIES AND TRUST EQUITY

Current liabilities:
    Accounts payable (note 3) ........................................................     $    131,033     $    131,584
    Income distributable to unitholders ..............................................          175,655          152,772
                                                                                           ------------     ------------
        Total current liabilities ....................................................          306,688          284,356
                                                                                           ------------     ------------
Trust equity:
    Corpus - authorized 1,386,525 units of beneficial interest,
        issued 1,386,375 units at nominal value ......................................                2                2
    Undistributed income (note 2) ....................................................        1,226,179        1,014,707
                                                                                           ------------     ------------
        Total trust equity ...........................................................        1,226,181        1,014,709
                                                                                           ------------     ------------
                                                                                           $  1,532,869     $  1,299,065
                                                                                           ============     ============
</Table>
          See accompanying notes to consolidated financial statements.




                                       17
<PAGE>


                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF INCOME AND UNDISTRIBUTED INCOME
                       THREE YEARS ENDED DECEMBER 31, 2002


<Table>
<Caption>
                                                             2002             2001             2000
                                                         ------------     ------------     ------------
<S>                                                      <C>              <C>              <C>
Income:
    Oil and natural gas royalties ..................     $  1,011,079     $  1,166,210     $  1,579,911
    Interest and other .............................           26,774           45,742           70,438
                                                         ------------     ------------     ------------
        Total income ...............................        1,037,853        1,211,952        1,650,349
Expenses:
    General and administrative .....................          158,656          107,650           93,140
                                                         ------------     ------------     ------------
        Income before federal income taxes .........          879,197        1,104,302        1,557,209
Federal income taxes of subsidiary (note 1(e)) .....               --           12,029           24,828
                                                         ------------     ------------     ------------
        Net income .................................          879,197        1,092,273        1,532,381
Undistributed income at beginning of year ..........        1,014,707        1,254,888          935,514
                                                         ------------     ------------     ------------
                                                            1,893,904        2,347,161        2,467,895
Distributions to unitholders .......................          667,725        1,332,454        1,213,007
                                                         ------------     ------------     ------------
Undistributed income at end of year ................     $  1,226,179     $  1,014,707     $  1,254,888
                                                         ============     ============     ============
Net income per unit ................................     $        .63     $        .79     $       1.11
                                                         ============     ============     ============
Distributions per unit .............................     $        .48     $        .96     $        .87
                                                         ============     ============     ============
Weighted average units outstanding .................        1,386,375        1,386,375        1,386,375
                                                         ============     ============     ============
</Table>


          See accompanying notes to consolidated financial statements.



                                       18
<PAGE>


                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       THREE YEARS ENDED DECEMBER 31, 2002

<Table>
<Caption>
                                                                           2002              2001              2000
                                                                       ------------      ------------      ------------
<S>                                                                    <C>               <C>               <C>
Cash flows from operating activities:
    Net income ...................................................     $    879,197      $  1,092,273      $  1,532,381
    Adjustments to reconcile net income to net cash provided by
        operating activities:
        Amortization of premium ..................................            4,272                --                --
        Change in assets and liabilities:
            Oil and natural gas royalties receivable .............         (151,701)          224,142          (250,615)
            Federal income taxes receivable ......................           (1,517)           (8,070)           (2,450)
            Interest receivable ..................................           (4,654)               --                --
            Accounts payable .....................................             (551)             (301)         (253,130)
            Federal income tax payable ...........................               --                --              (211)
                                                                       ------------      ------------      ------------
                Net cash provided by operating activities ........          725,046         1,308,044         1,025,975
                                                                       ------------      ------------      ------------
Cash flows used in investing activities - investment in U.S. .....
    Treasury and agency bonds ....................................         (725,809)               --                --
                                                                       ------------      ------------      ------------
Cash flows from financing activities - cash distributions
    to unitholders ...............................................         (644,842)       (1,481,297)       (1,150,869)
                                                                       ------------      ------------      ------------
                Net decrease in cash and cash equivalents ........         (645,605)         (173,253)         (124,894)
Cash and cash equivalents at beginning of year ...................        1,165,980         1,339,233         1,464,127
                                                                       ------------      ------------      ------------
Cash and cash equivalents at end of year .........................     $    520,375      $  1,165,980      $  1,339,233
                                                                       ============      ============      ============
</Table>


          See accompanying notes to consolidated financial statements.


                                       19
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL

         (a)      General

         Tidelands Royalty Trust "B" ("Tidelands") was established on June 1,
1954 with a transfer of contract rights to certain properties to Tidelands in
exchange for units of beneficial interest. The contract rights enable Tidelands
to receive an interest in any oil, natural gas or other mineral leases obtained
by Gulf Oil Corporation, now Chevron U.S.A., Inc. (Chevron) which is a
subsidiary of Chevron Corporation, and its assignees in a designated area of the
Gulf of Mexico during a 50-year period beginning April 30, 1951.

         Tidelands is required under its indenture to distribute all income,
after paying its liabilities and obligations, to the unitholders quarterly.
Tidelands cannot invest any of its money for any purpose and cannot engage in a
trade or business.

         Tidelands' wholly-owned subsidiary, Tidelands Royalty "B" Corporation
("Tidelands Corporation"), holds title to interests in properties that are
situated offshore of Louisiana. Ninety-five percent of all oil, natural gas, and
other mineral royalties collected by this subsidiary are paid to Tidelands.
Tidelands Corporation, like Tidelands, is prohibited from engaging in a trade or
business and does only those things necessary for the administration and
liquidation of its properties. Tidelands is authorized to pay expenses of
Tidelands Corporation should it be necessary.

         Tidelands and its subsidiary have no employees. Tidelands has entered
into an arrangement with Marine Petroleum Corporation (a wholly-owned subsidiary
of Marine Petroleum Trust, an affiliate of Tidelands) to share certain
administrative expenses. For the years ended 2002, 2001 and 2000 Tidelands paid
$22,000, $17,000 and $20,000 to Marine Petroleum Corporation, respectively. The
sole purpose of this arrangement is to assist the trustees in the administration
of the trusts. At December 31, 2002 and 2001, Marine Petroleum Trust owned 32.6%
of Tidelands' outstanding units of beneficial interest.

         (b)      Unitholder Voting Matters

         On March 27, 2001, the unitholders of record at the close of business
on February 16, 2001, approved an amendment to the Indenture to extend the life
of the trust beyond the original expiration date of April 30, 2001 to April 30,
2021.

         (c)      Principles of Consolidation

         The consolidated financial statements include Tidelands and its
wholly-owned subsidiary. All intercompany accounts and transactions have been
eliminated in consolidation.

         (d)      Oil, Natural gas and Other Mineral Properties

         At the time Tidelands was established, no determinable market value was
available for the assets transferred to Tidelands; consequently, nominal values
were assigned. Accordingly, no allowance for depletion has been computed.



                                       20
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

         Tidelands' revenues are derived from production payments and overriding
royalty interests related to properties located in the Gulf of Mexico.

         Net revenues from oil and natural gas royalties related to proved
developed oil and natural gas reserves were $1,011,079, $1,166,210 and
$1,579,911 in 2002, 2001, and 2000, respectively.

         (e)      Federal Income Taxes

         No provision has been made for Federal income taxes on Tidelands'
income since such taxes are the liability of the unitholders. Federal income
taxes are provided on the income (if any) of Tidelands Corporation, excluding
the 95% of oil and natural gas royalties to be distributed to Tidelands and
after deducting statutory depletion. Tidelands had a receivable from overpayment
of Tidelands Corporation federal taxes of $12,037 and $10,520 as of December 31,
2002 and 2001, respectively. There were no significant deferred tax assets or
liabilities as of December 31, 2002 and 2001. The primary difference between the
effective tax rate and the statutory tax rate is due to nontaxable income.

         (f)      Credit Risk Concentration and Cash Equivalents

         Financial instruments which potentially subject Tidelands and its
wholly-owned subsidiary to concentrations of credit risk are primarily
investments in cash equivalents and unsecured oil and natural gas royalties
receivable. Tidelands and its wholly-owned subsidiary place their cash
investments with financial institutions that management considers creditworthy
and limit the amount of credit exposure from any one financial institution.
Royalties receivable are from large creditworthy companies and Tidelands
historically has not encountered collection problems. The estimated fair values
of cash equivalents and oil and natural gas royalties receivable approximate the
carrying values due to the short term nature of these financial instruments.

         Cash equivalents of $327,719 and $998,213 at December 31, 2002 and
2001, respectively, consist of cash held in a money market account that invests
in U.S. Treasury securities. For purposes of the statements of cash flows,
Tidelands considers all investments with original maturities of three months or
less to be cash equivalents.

         (g)      Statements of Cash Flows

         Tidelands Corporation paid $1,562, $20,100 and $27,488 in federal
income taxes in 2002, 2001, and 2000, respectively. No payments of interest were
made in 2002, 2001 and 2000.

         (h)      Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

         (i)      Net Income per Unit

         Net income per unit is determined by dividing net income by the
weighted average number of units of beneficial interest outstanding during the
period.



                                       21
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

         (j)      Significant Royalty Sources

         Royalty revenue received by Tidelands from producers is summarized as
follows:

<Table>
<Caption>
                                                    2002        2001        2000
                                                   ------      ------      ------
<S>                                                <C>         <C>         <C>
Devon Energy Production Company ..............         49%         68%         68%
Pennzenergy ..................................         --          --          21%
Burlington Resources Oil and Natural Gas
Company ......................................         20%         12%          7%
Dunhill Resources, Inc. ......................         17%         --          --
Millenium Offshore Group .....................          1%         12%         --
Others .......................................         13%          8%          4%
                                                   ------      ------      ------
                                                      100%        100%        100%
                                                   ======      ======      ======
</Table>


(2)      UNDISTRIBUTED INCOME

         Undistributed income includes $834,167 and $828,185 applicable to the
subsidiary corporation at December 31, 2002 and 2001, respectively.

(3)      OVERPAID ROYALTIES

         Tidelands recorded a liability for possible royalty overpayments
received in various years from 1988 through 1993, which is reflected in accounts
payable in the accompanying consolidated balance sheets. During 2000, Tidelands
determined that $251,534 was no longer required to be reserved, because it was
no longer probable that repayment of such amounts actually would be required.
Accordingly, accounts payable was reduced and oil and natural gas royalty income
was increased by such amount.

(4)      LEGAL PROCEEDINGS

         On July 8, 2002, Tidelands commenced legal action against Chevron to
acquire an assignment of an overriding Royalty interest in a lease which
Tidelands believed it was entitled to. In order to reduce the expense of
continuing the lawsuit plus the uncertainty of the outcome in court, Tidelands
agreed to accept an assignment of a 1/16th overriding royalty interest until it
receives $1,500,000, instead of a 1/8th overriding royalty interest as provided
for in the 1951 Contract followed by a 1/24th overriding Royalty interest.
Tidelands has received the assignment and is now in the process of filing a
motion to dismiss the lawsuit.


(5)      SUPPLEMENTAL INFORMATION RELATING TO OIL AND NATURAL GAS RESERVES
         (UNAUDITED)

         Oil and natural gas reserve information relating to Tidelands' royalty
interests is not presented because such information is not available to
Tidelands. Tidelands' share of oil and natural gas produced for its royalty
interests was as follows: oil (barrels) - 8,614 in 2002, 10,625 in 2001 and
12,498 in 2000; and natural gas (mcf) - 229,038 in 2002, 201,284 in 2001 and
256,706 in 2000.

(6)      SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)

         The following quarterly financial information for the years ended
December 31, 2002 and 2001 is unaudited; however, in the opinion of management,
all adjustments necessary to present a fair statement of the results of
operations for the interim periods have been included.


                                       22
<PAGE>


<Table>
<Caption>
                                       OIL AND
                                     NATURAL GAS            NET            NET INCOME
                                      ROYALTIES           INCOME            PER UNIT
                                   --------------     --------------     --------------

<S>                                <C>                <C>                <C>
Quarter ended:
    March 31, 2002 ...........     $      194,571     $      169,353     $          .12
    June 30, 2002 ............            172,655            137,504                .10
    September 30, 2002 .......            303,784            269,081                .19
    December 31, 2002 ........            340,069            303,259                .22
                                   --------------     --------------     --------------
                                   $    1,011,079     $      879,197     $          .63
                                   ==============     ==============     ==============
Quarter ended:
    March 31, 2001 ...........     $      414,238     $      382,398     $          .28
    June 30, 2001 ............            320,182            296,692                .21
    September 30, 2001 .......            244,820            237,452                .17
    December 31, 2001 ........            186,970            175,731                .13
                                   --------------     --------------     --------------
                                   $    1,166,210     $    1,092,273     $          .79
                                   ==============     ==============     ==============
</Table>





                                       23
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed by the undersigned thereunto duly authorized.

                                TIDELANDS ROYALTY TRUST "B"
                                (Registrant)

                                By:  Bank of America, N.A.
                                     --------------------------------------
                                     (in its capacity as Corporate Trustee
                                     of Tidelands Royalty Trust "B" and not in
                                     its individual capacity or otherwise)

     Date: March 27, 2003       By:  /s/ RON E. HOOPER
                                     --------------------------------------
                                     Ron E. Hooper
                                     Vice President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

NAME                       CAPACITIES                        DATE
----------------------     -----------------------           ---------------

Bank of America, N.A.      Corporate Trustee                 March 27, 2003
By: /s/ RON E. HOOPER
    ------------------
        Ron E. Hooper
        Vice President


/s/ R. RAY BELL            Principal Accounting Officer      March 27, 2003
---------------------
R. Ray Bell




                                       24
<PAGE>

                                 CERTIFICATIONS

I, R. Ray Bell, certify that:

1.       I have reviewed this annual report on Form 10-K of Tidelands Royalty
         Trust;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's Trustee and I are responsible for establishing and
         maintaining disclosure controls and procedures (as defined in Exchange
         Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

            c)    presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's Trustee and I have disclosed, based on our most recent
         evaluation, to the registrant's auditors:

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weakness in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's Trustee and I have indicated in this annual report
         whether or not there were significant changes in internal controls or
         in other factors that could significantly affect internal controls
         subsequent to the date of our most recent evaluation, including any
         corrective actions with regard to significant deficiencies and material
         weaknesses.

In giving the certifications in paragraphs 4, 5 and 6 above, I have relied to
the extent I consider reasonable on information provided to me by various
working interest owners.

Date:  March 27, 2003                          /s/ R. Ray Bell
                                               ----------------------------
                                               R. Ray Bell
                                               Principal Accounting Officer




                                       25
<PAGE>



                                 CERTIFICATIONS

I, Ron E. Hooper, certify that

1.       I have reviewed this annual report on Form 10-K of Tidelands Royalty
         Trust "B" for which Bank of America, N.A. acts as Trustee;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

            c)    presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors:

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weakness in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

In giving the certifications in paragraphs 4, 5 and 6 above, I have relied to
the extent I consider reasonable on information provided to me by various
working interest owners.

Date:  March 27, 2003        /s/ RON E. HOOPER
                             -------------------------------------------------
                             Ron E. Hooper
                             Senior Vice President Royalty Management on
                             behalf of Bank of America Private Bank, not in
                             its individual capacity but solely as the trustee
                             of Tidelands Royalty Trust "B"



                                       26
<PAGE>

                                  EXHIBIT INDEX

<Table>
<Caption>

Exhibit
Number            Description
-------           -----------------------------------------------------------------------------------------------

<S>               <C>
21.1              Subsidiaries of Tideland Royalty Trust "B"

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

99.2              Certification of the Corporate Trustee pursuant to Section 906 of the Sarbanes-Oxley of Act of
                  2002.
</Table>


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