<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, 2001

                                       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.                             75283-0241
      P.O. BOX 830241, 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]

         Aggregate market value of the Units of Beneficial Interest held by
non-affiliates of the Registrant at February 22, 2002: $4,361,822.

         Number of Units of Beneficial Interest outstanding as of December 31,
2001 - 1,386,375 Units.

         Documents incorporated by reference:  None.

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


                              CROSS REFERENCE SHEET

         This Form 10-K for the year ended December 31, 2001, of Tidelands
Royalty Trust "B" is not organized by conventional item numbers and headings
contemplated by Securities and Exchange Commission rules. This cross-reference
page is intended to indicate to the reader where (or under which headings)
information required under Form 10-K may be found herein.

<Table>
<Caption>
  Form 10-K
Item Numbers                                                                   Headings Herein
------------                                                                   ---------------

<S>          <C>                                                               <C>
PART I                                                                         General

Item  1.     Business........................................................  The Trust, Properties

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

Item  3.     Legal Proceedings...............................................  Legal Matters

Item  4.     Submission of Matters to a Vote of Security Holders.............  Unitholder Voting Matters

PART II                                                                        Financial

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

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

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

Item  7A.    Quantitative and Qualitative Disclosures About Market Risk......  Quantitative and Qualitative
                                                                               Disclosure about Market Risk

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

Item  9.     Disagreements on Accounting and Financial Disclosure............  Accounting Matters

PART III                                                                       Management and Principal Unitholders

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

Item 11.     Executive Compensation..........................................  Management Compensation

Item 12.     Security Ownership of Certain Beneficial Owners
               and Management................................................  Principal Unitholders

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

PART IV                                                                        Miscellaneous

Item 14.     Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K...........................................  Exhibits, Financial Statement Schedules,
                                                                               and Reports on Form 8-K
</Table>



                                       2
<PAGE>


                                     GENERAL

                                    THE TRUST

         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 assigns
had acquired a lease or leases on one of the 60 tracts and if oil or natural gas
were produced and sold from any such tract, then Chevron, Elf or their assigns
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 seven assigned leases. At December 31, 2001, 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%. One
recently acquired and assigned lease does not contain any producing wells. This
lease has not yet paid $1,500,000 in production payments. Tidelands' royalty
interest on this lease is 12.5%.

         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.

         In 2001, approximately 23% of Tidelands' royalty revenues were
attributable to oil and approximately 77% 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 2001, Tidelands received royalty payments from six working
interest owners. The following table shows the percentage received each year for
the past 3 years from those working interest owners:



                                       3
<PAGE>
<Table>
<Caption>
                             COMPANY                                      2001             2000              1999
------------------------------------------------------------------    -------------    --------------    -------------

<S>                                                                   <C>              <C>               <C>
Devon Energy Production Company...................................        68%               68%               --
Burlington Resources..............................................        12%                7%                6%
Millenium Offshore Group Inc......................................        12%               --                --
Petroquest Energy Inc.............................................         4%               --                --
Dominion Exploration & Production Co..............................         3%               --                --
Forest Oil Corp...................................................         1%               --                --
Chevron, USA......................................................        --                 1%                7%
Pennzenergy Exploration and Production Company....................        --                21%               81%
</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>

                                   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 2001 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>
                                                               2001             2000              1999
                                                           -------------    --------------    -------------

<S>                                                        <C>              <C>               <C>
Quantity of royalty oil and natural gas sold:
    Oil (in barrels ("bbls"))...........................       10,625            12,497            12,810

    Natural gas (in thousand cubic feet ("mcf"))........      201,284           256,706           319,858

Weighted average sales price for royalty oil and
    natural gas sold:
    Oil (per bbl)(1)....................................     $  24.72          $  30.39          $  14.73

    Natural gas (per mcf)(1)............................     $   4.49          $   4.67          $   2.87

</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 7 oil and natural gas leases
covering 29,812 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 July 31, 2001, 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.........................................................          8
                                                                                    ------
         GROSS LEASED ACRES:
           Productive..........................................................     29,812
                                                                                    ======
</Table>

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



                                       5
<PAGE>
         The following table contains information about the average daily
production attributable to Tidelands' interest, by field, for the six months
ended July 31, 2000 and 1999. The information for 2001 is the average daily
production for the month July 2001 and is the most recent production information
available to Tidelands from the Petroleum Information Corporation for the year
2001.

<Table>
<Caption>
                                                                                        NET Mcf OIL & NATURAL GAS
                                                                                          EQUIVALENT PER DAY (1)
                                                                               --------------------------------------------
                                                                                ONE MONTH              SIX MONTHS
                                                                                  ENDED                  ENDED
                                                                                 JULY 31,               JULY 31,
                                                              YEAR FIRST       ------------   -----------------------------
                          FIELD                                PRODUCED           2001            2000            1999
-----------------------------------------------------         -------------    ------------   -------------    ------------

<S>                                                           <C>              <C>            <C>              <C>
OFFSHORE TEXAS
    Galveston Block 303..............................             1987             195              55              117
    High Island Block 128............................             1989              40             119               51
OFFSHORE LOUISIANA
    Sabine Pass Block 13.............................             1981             187             198              193
    West Cameron Block 165...........................             1969             227             613              751
    West Cameron Block 225...........................             1969              64              12               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 six 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 six 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 are
owned, in most cases, in whole or in part by Chevron, or 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>

                                  LEGAL MATTERS

         Neither Tidelands nor Tidelands Corporation, nor any of their
respective properties, is a party to or subject to any material pending
litigation as of the date hereof.

                            UNITHOLDER VOTING MATTERS

         During the last quarter of 2001, no matters were presented to the
unitholders for a vote.



                                       7
<PAGE>

                                    FINANCIAL

                         MARKET AND INVESTOR INFORMATION

         Tidelands is authorized to issue 1,386,525 units of beneficial
interest; 1,386,375 units were held by 396 unitholders of record as of February
8, 2002. 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 2001.

         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>
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

2000
    First quarter....................................................       $ 4.50            $ 3.75             $ .13
    Second quarter...................................................         4.75              4.00               .19
    Third quarter....................................................         4.25              3.63               .33
    Fourth quarter...................................................         4.38              3.63               .22
</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, 2001, nor
has it passed upon its accuracy or adequacy. While Tidelands' complete Form 10-K
(excluding exhibits) for the year ended December 31, 2001, 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 Ms.
Cindy Stover Miller, Bank of America, N.A., P.O. Box 830241, Dallas, Texas
75283-0241.

                             SELECTED FINANCIAL DATA

                     (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

<Table>
<Caption>
                                                     2001         2000         1999         1998         1997
                                                   -------      -------      -------      -------      -------

<S>                                                <C>          <C>          <C>          <C>          <C>
Income - oil and natural gas royalties ......      $ 1,166      $ 1,580      $ 1,108      $ 1,228      $ 1,263

Net income ..................................      $ 1,092      $ 1,532      $ 1,071      $ 1,193      $ 1,235

Net income per unit .........................      $   .79      $  1.11      $   .77      $   .86      $   .89

Distributions to unitholders ................      $ 1,332      $ 1,213      $ 1,028      $ 1,104      $ 1,166

Distributions per unit ......................      $   .96      $   .87      $   .74      $   .80      $   .84

Total assets ................................      $ 1,299      $ 1,688      $ 1,560      $ 1,646      $ 2,421
</Table>



                                       8
<PAGE>

                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.

         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 2001 amounted to $1,092,273 or
$.79 per unit as compared to $1,532,381 or $1.11 per unit in 2000 and $1,070,861
or $.77 per unit in 1999. Distributions per unit were $.96 in 2001, $.87 in 2000
and $.74 in 1999.

         Administrative expenses increased approximately $15,000 (16%) in 2001
due primarily to the cost of soliciting the unitholders vote to extend the life
of the trust.

         Production of both oil and natural gas has declined over the past three
years while prices have fluctuated. The following table present the results of
these factors for the past three years:



                                       9
<PAGE>


<Table>
<Caption>
                                                                         2001             2000              1999
                                                                     -------------    --------------    -------------

<S>                                                                     <C>              <C>              <C>
QUANTITY OF ROYALTY OIL AND NATURAL GAS SOLD:
    Oil (bbls)...........................................                10,625             12,498            12,810
    Natural gas (mcf)....................................               201,284            256,706           319,858

WEIGHTED AVERAGE SALES PRICE FOR ROYALTY OIL AND
    NATURAL GAS SOLD:
    Oil (per bbl)(1)....................................               $  24.72           $  30.39          $  14.73
    Natural gas (per mcf)(1)...........................                $   4.49           $   4.67          $   2.87
</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, 2001,
Tidelands retained a funded reserve of approximately $127,000 for possible
royalty overpayments in the future.

         During the years ended December 31, 2000 and 1999, respectively,
Tidelands restored to income $251,534 and $258,902 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 and $.19 in 2000 and 1999,
respectively 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 Tidelands' equity interest
in Marine and the $251,534 and $258,902 realized in fiscal 2000 and fiscal 1999,
respectively, 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,
                                            -------------------------------------------------
                                                2001              2000             1999
                                            --------------    -------------    --------------
<S>                                         <C>               <C>              <C>
INCOME:
    Oil royalties (1) ..................      $   262,623      $   379,828      $   188,643
    Natural gas royalties ..............          903,587        1,200,083          919,376
                                              -----------      -----------      -----------
                                              $ 1,166,210      $ 1,579,911      $ 1,108,019
NET PRODUCTION QUANTITIES:
    Oil (bbls) .........................           10,625           12,498           12,810
    Natural gas (mcf) ..................          201,284          256,706          319,858

AVERAGE NET PRICES:
    Oil (1) ............................      $     24.72      $     30.39      $     14.73
    Natural gas (2) ....................      $      4.49      $      4.67      $      2.87
</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. The average price in 1999 includes $.81 per
    mcf attributable to the $258,902 reserve reduction for that year.

         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 average
price of a barrel of oil decreased 19% to $24.72 as compared to $30.39 for
fiscal 2000 and production decreased 15% to 10,625 barrels as compared to 12,498
barrels in fiscal 2000. Please refer to the table above.

         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 average price of
a thousand cubic feet (mcf) of natural gas decreased 4% to $4.49 as compared to
$4.67 for fiscal 2000 and production decreased 22% to 201,284 mcf as compared to
256,706 mcf in fiscal 2000. Please refer to the table above.



                                       10
<PAGE>

         Oil and Natural Gas Royalties -- 2000 and 1999: During fiscal 2000,
Tidelands received approximately 24% of its royalty income from the sale of oil
and 76% from the sale of natural gas. Income from such oil and natural gas
royalties in fiscal 2000 increased approximately 43% from fiscal 1999.

         Oil royalties during fiscal 2000 in the amount of $379,828 were 101%
more than oil royalties received in fiscal 1999 in the amount of $188,643, due
to an increase in the average price received that was partially offset by a
decrease in the quantity of oil sold.

         Natural gas royalties during fiscal 2000 in the amount of $1,200,083
were 31% higher than natural gas royalties received in fiscal 1999 in the amount
of $919,376. The increase was due to an increase in the price received that was
partially offset by a decrease in the quantity of natural gas sold.



                                       11
<PAGE>


            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         At December 31, 2001, Tidelands did not have any market risk exposure
with regard to any activities in derivative financial instruments, other
financial instruments and derivative commodity instruments.

                   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........................................................................       15
-- Consolidated Balance Sheets as of December 31, 2001 and 2000........................................       16
-- Consolidated Statements of Income and Undistributed Income for the Three Years Ended December 31,
   2001................................................................................................       17
-- Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2001...................       18
-- Notes to Consolidated Financial Statements..........................................................       19
</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.

                               ACCOUNTING MATTERS

         During 2001 and 2000 there were no disagreements by Tidelands with its
principal accountants on any matter of accounting principles or practices or
financial statement disclosure.



                                       12

<PAGE>


                      MANAGEMENT AND PRINCIPAL UNITHOLDERS

                                 ADMINISTRATORS

         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 74 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.

                             MANAGEMENT COMPENSATION

         During Tidelands' fiscal year ended December 31, 2001, Tidelands paid
or accrued fees of $19,713 to Bank of America, N.A., as corporate trustee.
During Tidelands' fiscal year ended December 31, 2001, Tidelands paid $17,042 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.

                              PRINCIPAL UNITHOLDERS

         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.



                                       13
<PAGE>
                                  MISCELLANEOUS

        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, 2001 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, 2001.

(c) Exhibits

      3.1         Indenture of Trust dated June 1, 1954, as amended, filed as
                  an Exhibit to Tidelands' Quarterly Report on Form 10-Q for the
                  period ended September 30, 2001, filed with the Securities and
                  Exchange Commission on November 14, 2001, and incorporated
                  herein by reference.

      21.1        Subsidiaries of Tidelands.



                                       14
<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, 2001
and 2000, 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, 2001. 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, 2001 and 2000 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

Dallas, Texas
January 29, 2002                                      /s/ KPMG LLP



                                       15
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000


<Table>
<Caption>
                                                                           2001             2000
                                                                       -----------      -----------
<S>                                                                    <C>              <C>
                                     ASSETS

Current assets:
    Cash and cash equivalents ...................................      $ 1,165,980      $ 1,339,233
    Oil and natural gas royalties receivable ....................          122,563          346,705
    Federal income taxes receivable .............................           10,520            2,450
                                                                       -----------      -----------
        Total current assets ....................................        1,299,063        1,688,388
Oil, natural gas and other mineral properties ...................                2                2
                                                                       -----------      -----------
                                                                       $ 1,299,065      $ 1,688,390
                                                                       ===========      ===========

                          LIABILITIES AND TRUST EQUITY

Current liabilities:
    Accounts payable (note 3) ...................................      $   131,584      $   131,885
    Income distributable to unitholders .........................          152,772          301,615
                                                                       -----------      -----------
        Total current liabilities ...............................          284,356          433,500
                                                                       -----------      -----------

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) ...............................        1,014,707        1,254,888
                                                                       -----------      -----------
        Total trust equity ......................................        1,014,709        1,254,890
                                                                       -----------      -----------
                                                                       $ 1,299,065      $ 1,688,390
                                                                       ===========      ===========
</Table>


          See accompanying notes to consolidated financial statements.



                                       16
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

           CONSOLIDATED STATEMENTS OF INCOME AND UNDISTRIBUTED INCOME
                       THREE YEARS ENDED DECEMBER 31, 2001


<Table>
<Caption>
                                                           2001             2000             1999
                                                        -----------      -----------      -----------

<S>                                                     <C>              <C>              <C>
Income:
    Oil and natural gas royalties ................      $ 1,166,210      $ 1,579,911      $ 1,108,019
    Interest and other ...........................           45,742           70,438           66,786
                                                        -----------      -----------      -----------
        Total income .............................        1,211,952        1,650,349        1,174,805

Expenses:
    General and administrative ...................          107,650           93,140           87,144
                                                        -----------      -----------      -----------
        Income before federal income taxes .......        1,104,302        1,557,209        1,087,661

Federal income taxes of subsidiary (note 1(e)) ...           12,029           24,828           16,800
                                                        -----------      -----------      -----------
        Net income ...............................        1,092,273        1,532,381        1,070,861

Undistributed income at beginning of year ........        1,254,888          935,514          893,022
                                                        -----------      -----------      -----------
                                                          2,347,161        2,467,895        1,963,883
Distributions to unitholders .....................        1,332,454        1,213,007        1,028,369
                                                        -----------      -----------      -----------
Undistributed income at end of year ..............      $ 1,014,707      $ 1,254,888      $   935,514
                                                        ===========      ===========      ===========
Net income per unit ..............................      $       .79      $      1.11      $       .77
                                                        ===========      ===========      ===========
Distributions per unit ...........................      $       .96      $       .87      $       .74
                                                        ===========      ===========      ===========
Weighted average units outstanding ...............        1,386,375        1,386,375        1,386,375
                                                        ===========      ===========      ===========
</Table>


          See accompanying notes to consolidated financial statements.



                                       17
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       THREE YEARS ENDED DECEMBER 31, 2001

<Table>
<Caption>
                                                                                       2001              2000              1999
                                                                                   -----------       -----------       -----------
<S>                                                                                <C>               <C>               <C>
Cash flows from operating activities:
    Net income ..............................................................      $ 1,092,273       $ 1,532,381       $ 1,070,861
    Adjustments to reconcile net income to net cash provided
        by operating activities:
        Change in assets and liabilities:
            Oil and natural gas royalties receivable ........................          224,142          (250,615)           17,124
            Federal income taxes receivable .................................           (8,070)           (2,450)            7,578
            Accounts payable ................................................             (301)         (253,130)         (260,552)
            Federal income tax payable ......................................             --                (211)              211
                                                                                   -----------       -----------       -----------
                Net cash provided by operating activities ...................        1,308,044         1,025,975           835,222
Cash flows from financing activities - cash distributions
    to unitholders ..........................................................       (1,481,297)       (1,150,869)         (896,226)
                                                                                   -----------       -----------       -----------
                Net increase (decrease) in cash and cash equivalents ........         (173,253)         (124,894)          (61,004)
Cash and cash equivalents at beginning of year ..............................        1,339,233         1,464,127         1,525,131
                                                                                   -----------       -----------       -----------
Cash and cash equivalents at end of year ....................................      $ 1,165,980       $ 1,339,233       $ 1,464,127
                                                                                   ===========       ===========       ===========
</Table>


          See accompanying notes to consolidated financial statements.



                                       18
<PAGE>

                   TIDELANDS ROYALTY TRUST "B" AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


(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. The sole purpose of this arrangement is to assist the
trustees in the administration of the trusts. At December 31, 2001 and 2000,
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.



                                       19
<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 $1,166,210, $1,579,911 and
$1,108,019 in 2001, 2000, and 1999, 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 have been provided on the income of Tidelands Corporation, excluding the
95% of oil and natural gas royalties to be distributed to Tidelands and after
deducting statutory depletion.

         (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 $998,213 and $1,007,057 at December 31, 2001 and
2000, 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 $20,100, $27,488, and $9,011 in federal
income taxes in 2001, 2000, and 1999, respectively. No payments of interest were
made in 2001, 2000 and 1999.

         (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.



                                       20
<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>
                                                              2001             2000              1999
                                                          -------------    --------------    -------------

<S>                                                       <C>               <C>              <C>
Devon Energy Production Company .......................         68%                68%              --
Pennzenergy ...........................................         --                 21%              81%
Burlington Resources Oil and Natural gas Company ......         12%                 7%               6%
Millenium Offshore Group ..............................         12%                --               --
Others ................................................          8%                 4%              13%
                                                              ----               ----             ----
                                                               100%               100%             100%
                                                              ====               ====             ====
</Table>

(2) UNDISTRIBUTED INCOME

         Undistributed income includes $828,185 and $768,503 applicable to the
subsidiary corporation at December 31, 2001 and 2000, 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 and 1999,
Tidelands determined that $251,534 and $258,902, respectively, 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 amounts for
each respective year.

(4) 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) - 10,625 in 2001, 12,497 in 2000 and
12,810 in 1999; and natural gas (mcf) - 201,284 in 2001, 256,706 in 2000, and
319,858 in 1999.

(5) SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)

         The following quarterly financial information for the years ended
December 31, 2001 and 2000 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.



                                       21
<PAGE>

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

<S>                                                <C>               <C>               <C>
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
                                                   ============      ============      ============

Quarter ended:
    March 31, 2000 ..........................      $    228,498      $    216,758      $        .16
    June 30, 2000 ...........................           247,622           233,253      $        .17
    September 30, 2000 ......................           633,667           617,334      $        .45
    December 31, 2000 .......................           470,124           465,036      $        .34
                                                   ------------      ------------      ------------
                                                   $  1,579,911      $  1,532,381      $       1.11
                                                   ============      ============      ============
</Table>



                                       22
<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, 2002     By:  /s/ CINDY STOVER MILLER
                                          -------------------------------------
                                          Cindy Stover Miller
                                          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.

<Table>
<Caption>
NAME                                         CAPACITIES                        DATE
----                                         ----------                        ----

<S>                                          <C>                               <C>
Bank of America, N.A.                        Corporate Trustee                 March 27, 2002

By: /s/ CINDY STOVER MILLER
    ------------------------
       Cindy Stover Miller
         Vice President


/s/ R. RAY BELL                              Principal Accounting Officer      March 27, 2002
-----------------------
R. Ray Bell
</Table>



                                       23
<PAGE>
                                  EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number            Description
------            -----------

<S>               <C>
3.1               Indenture of Trust dated June 1, 1954, as amended, filed as an Exhibit to Tidelands' Quarterly Report on
                  Form 10-Q for the period ended September 30, 2001, filed with the Securities and Exchange Commission on
                  November 14, 2001, and incorporated herein by reference.

21.1              Subsidiaries of Tideland Royalty Trust "B"
</Table>