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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-8033
 PERMIAN BASIN ROYALTY TRUST
 (Exact Name of Registrant as Specified in the Permian Basin Royalty Trust Indenture)
 Texas
(State or Other Jurisdiction of
Incorporation or Organization)
    
    75-6280532
(I.R.S. Employer Identification No.)
 
 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 Title of Each Class
    
    Name of Each Exchange onWhich RegisteredUnits of Beneficial Interest
    
    New York Stock Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 o þ
 o þ
 þ o
 o
   o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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FORWARD LOOKING INFORMATION




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##### 



PagePART IItem 1. Business


    
    3Item 1A. Risk Factors


    
    4Item 1B. Unresolved Staff Comments


    
    9Item 2. Properties


    
    9Item 3. Legal Proceedings


    
    15Item 4. Submission of Matters to a Vote of Security Holders


    
    15PART II


    
    15Item 5. Market for Units of the Trust, Related Security Holder Matters and Trust Purchases of
Units


    
    15Item 6. Selected Financial Data


    
    16Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation


    
    16Item 7A. Quantitative and Qualitative Disclosures about Market Risk


    
    16Item 8. Financial Statements and Supplementary Data


    
    16Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


    
    16Item 9A. Controls and Procedures


    
    16Item 9B. Other Information


    
    20PART III


    
    20Item 10. Directors and Executive Officers of the Registrant


    
    20Item 11. Executive Compensation


    
    21Item 12. Security Ownership of Certain Beneficial Owners and Management


    
    21Item 13. Certain Relationships and Related Transactions


    
    22Item 14. Principal Accounting Fees and Services


    
    22PART IV


    
    22Item 15. Exhibits, Financial Statement Schedules


    
    22SIGNATURE


    
    25INDEX TO EXHIBITS


    
    26Registrants Annual ReportConsent of Cawley, Gillespie & Associates, Inc.Certification Required by Rule 13a-14(a)/15d-14(a)Certification Required by Rule 13a-14(a)/15d-14(b) and Section 906Annual Report to Security HoldersConsent of Cawley, Gillespie & Associates, Inc.Consent of Deloitte & Touche LLPCertification Required by Rule 13a-14(a)/15d-14(a)Certification Required by Rule 13a-14(b)/15d-14(b) and Section 906




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PART I
 
 Item 1. Business
       3




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Website/SEC Filings
 http://www.pbt-permianbasintrust.com
 
 Item 1A. Risk Factors
 Crude oil and natural gas prices are volatile and fluctuate in response to a number of factors;
Lower prices could reduce the net proceeds payable to the Trust and Trust distributions.
  4




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
    
    political conditions in major oil producing regions, especially in the Middle East;
    
    worldwide economic conditions;
    
    weather conditions;
    
    the supply and price of domestic and foreign crude oil or natural gas;
    
    the level of consumer demand;
    
    the price and availability of alternative fuels;
    
    the proximity to, and capacity of, transportation facilities;
    
    the effect of worldwide energy conservation measures; and
    
    the nature and extent of governmental regulation and taxation.
  Increased production and development costs attributable to the Royalties will result in decreased
Trust distributions unless revenues also increase.
  Trust reserve estimates depend on many assumptions that may prove to be inaccurate, which could
cause both estimated reserves and estimated future net revenues to be too high, leading to
write-downs of estimated reserves.
   
    
    historical production from the area compared with production rates from similar
producing areas;
 5




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
    
    the effects of governmental regulation;
    
    assumptions about future commodity prices, production and development costs, taxes, and
capital expenditures;
    
    the availability of enhanced recovery techniques; and
    
    relationships with landowners, working interest partners, pipeline companies and others.
  The assets of the Trust are depleting assets and, if BROG and the other operators developing the
Underlying Properties do not perform additional development projects, the assets may deplete
faster than expected. Eventually, the assets of the Trust will cease to produce in commercial
quantities and the Trust will cease to receive proceeds from such assets. In addition, a reduction
in depletion tax benefits may reduce the market value of the Units.
   The market price for the Units may not reflect the value of the royalty interests held by the
Trust.
  Operational risks and hazards associated with the development of the Underlying Properties may
decrease Trust distributions.
  6




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Terrorism and continued hostilities in the Middle East could decrease Trust distributions or the
market price of the Units.
  Unit holders and the Trustee have no influence over the operations on, or future development of,
the Underlying Properties.
  The operators developing the Texas Royalty properties have no duty to protect the interests of the
Unit holders, and do not have sole discretion regarding development activities on the Underlying
Properties.
   The operator developing any Underlying Property may transfer its interest in the property without
the consent of the Trust or the Unit holders.
  7




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The operator developing any Underlying Property may abandon the property, thereby terminating the
Royalties payable to the Trust.
  The Royalties can be sold and the Trust would be terminated.
  Unit holders have limited voting rights and have limited ability to enforce the Trusts rights
against the current or future operators developing the Underlying Properties.
   Financial information of the Trust is not prepared in accordance with GAAP.
  The limited liability of the Unit holders in uncertain.
  8




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Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   PRODUCING ACREAGE, WELLS AND DRILLING
 Waddell Ranch Properties
    Texas Royalty Properties
 9




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Well Count and Acreage Summary
 NUMBER OF WELLS
    
    
    ACRESGross
    
    
    Net
    
    
    Gross
    
    
    NetBROG and Riverhill Interests
    
    
    1,291
    
    
    
    577
    
    
    
    76,922
    
    
    
    33,246
 OIL AND GAS PRODUCTION
  Waddell Ranch
    
    Texas RoyaltyProperties
    
    Properties
    
    Total2005
    
    2004
    
    2003
    
    2005
    
    2004
    
    2003
    
    2005
    
    2004
    
    2003Royalties:ProductionOil (barrels)
    
    
    501,499
    
    
    
    471,441
    
    
    
    395,226
    
    
    
    325,776
    
    
    
    307,611
    
    
    
    304,176
    
    
    
    827,275
    
    
    
    779,052
    
    
    
    699,402Gas (Mcf)
    
    
    3,052,103
    
    
    
    2,642,599
    
    
    
    2,510,904
    
    
    
    556,675
    
    
    
    602,518
    
    
    
    650,017
    
    
    
    3,608,778
    
    
    
    3,245,117
    
    
    
    3,160,921Underlying Properties:ProductionOil (barrels)
    
    
    899,197
    
    
    
    873,466
    
    
    
    858,225
    
    
    
    359,387
    
    
    
    349,113
    
    
    
    342,619
    
    
    
    1,258,584
    
    
    
    1,222,579
    
    
    
    1,200,844Gas (Mcf)
    
    
    5,517,845
    
    
    
    5,291,295
    
    
    
    5,509,899
    
    
    
    614,871
    
    
    
    684,572
    
    
    
    734,057
    
    
    
    6,132,716
    
    
    
    5,975,867
    
    
    
    6,243,956Average PriceOil/barrel
    
    $
    49.35
    
    
    $
    37.13
    
    
    $
    28.25
    
    
    $
    48.97
    
    
    $
    34.89
    
    
    $
    27.70
    
    
    $
    49.20
    
    
    $
    36.25
    
    
    $
    27.97Gas/Mcf
    
    $
    6.90
    
    
    $
    5.47
    
    
    $
    4.61
    
    
    $
    8.22
    
    
    $
    5.79
    
    
    $
    4.92
    
    
    $
    7.11
    
    
    $
    5.53
    
    
    $
    4.69
 10




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PRICING INFORMATION
  Oil
 Gas
 OIL AND GAS RESERVES
      11




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Waddell Ranch
    
    
    Texas Royalty
    
    
    TotalProperties
    
    
    PropertiesOil
    
    
    Gas
    
    
    Oil
    
    
    Gas
    
    
    Oil
    
    
    Gas(Bbls)
    
    
    (Mcf)
    
    
    (Bbls)
    
    
    (Mcf)
    
    
    (Bbls)
    
    
    (Mcf)January 1, 2003
    
    
    4,047
    
    
    
    22,940
    
    
    
    3,439
    
    
    
    5,565
    
    
    
    7,486
    
    
    
    28,505Extensions,
discoveries, and
other additions
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Revisions of
previous estimates
    
    
    (121
    )
    
    
    1,393
    
    
    
    241
    
    
    
    510
    
    
    
    120
    
    
    
    1,903Production
    
    
    (395
    )
    
    
    (2,511
    )
    
    
    (304
    )
    
    
    (650
    )
    
    
    (699
    )
    
    
    (3,161
    )December 31, 2003
    
    
    3,531
    
    
    
    21,822
    
    
    
    3,376
    
    
    
    5,425
    
    
    
    6,907
    
    
    
    27,247Extensions,
discoveries, and
other additions
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Revisions of
previous estimates
    
    
    546
    
    
    
    2,692
    
    
    
    434
    
    
    
    1,091
    
    
    
    980
    
    
    
    3,783Production
    
    
    (471
    )
    
    
    (2,643
    )
    
    
    (308
    )
    
    
    (602
    )
    
    
    (779
    )
    
    
    (3,245
    )December 31, 2004
    
    
    3,606
    
    
    
    21,871
    
    
    
    3,502
    
    
    
    5,914
    
    
    
    7,108
    
    
    
    27,785Extensions,
discoveries, and
other additions
    
    
    84
    
    
    
    415
    
    
    
    0
    
    
    
    0
    
    
    
    84
    
    
    
    415Revisions of
previous estimates
    
    
    126
    
    
    
    1,695
    
    
    
    359
    
    
    
    246
    
    
    
    485
    
    
    
    1,941Production
    
    
    (501
    )
    
    
    (3,052
    )
    
    
    (326
    )
    
    
    (557
    )
    
    
    (827
    )
    
    
    (3,609
    )December 31, 2005
    
    
    3,315
    
    
    
    20,929
    
    
    
    3,535
    
    
    
    5,603
    
    
    
    6,850
    
    
    
    26,532
  Crude Oil
    
    
    Natural Gas(Bbls)
    
    
    (Mcf)December 31, 2005
    
    
    6,764
    
    
    
    25,877December 31, 2004
    
    
    6,988
    
    
    
    27,545December 31, 2003
    
    
    6,470
    
    
    
    26,475
  12




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Waddell Ranch
    
    
    
    
    
    
    
    
    
    
    Texas Royalty
    
    
    
    
    
    
    
    
    
    
    TotalProperties
    
    
    
    
    
    
    
    
    
    
    Properties2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003January 1
    
    $
    156,014
    
    
    $
    117,755
    
    
    $
    117,234
    
    
    $
    81,179
    
    
    $
    57,796
    
    
    $
    55,972
    
    
    $
    237,193
    
    
    $
    175,551
    
    
    $
    173,206Extensions,
discoveries, and
other additions
    
    
    3,743
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,743
    
    
    
    0
    
    
    
    0Accretion of discount
    
    
    15,601
    
    
    
    11,776
    
    
    
    11,723
    
    
    
    8,118
    
    
    
    5,780
    
    
    
    5,597
    
    
    
    23,719
    
    
    
    17,556
    
    
    
    17,320Revisions of
previous estimates
and other
    
    
    56,830
    
    
    
    57,820
    
    
    
    10,318
    
    
    
    34,833
    
    
    
    31,283
    
    
    
    7,303
    
    
    
    91,663
    
    
    
    89,103
    
    
    
    17,621Royalty income
    
    
    (43,491
    )
    
    
    (31,337
    )
    
    
    (21,520
    )
    
    
    (19,476
    )
    
    
    (13,680
    )
    
    
    (11,076
    )
    
    
    (62,967
    )
    
    
    (45,017
    )
    
    
    (32,596
    )December 31
    
    $
    188,697
    
    
    $
    156,014
    
    
    $
    117,755
    
    
    $
    104,654
    
    
    $
    81,179
    
    
    $
    57,796
    
    
    $
    293,351
    
    
    $
    237,193
    
    
    $
    175,551
     2005
    
    
    2004
    
    
    2003Estimated
    
    
    Present
    
    
    Estimated
    
    
    Present
    
    
    Estimated
    
    
    PresentFuture Net
    
    
    Value at
    
    
    Future Net
    
    
    Value at
    
    
    Future Net
    
    
    Value atRevenue
    
    
    10%
    
    
    Revenue
    
    
    10%
    
    
    Revenue
    
    
    10%Total ProvedWaddell Ranch properties
    
    $
    298,417
    
    
    $
    188,697
    
    
    $
    257,563
    
    
    $
    156,014
    
    
    $
    200,297
    
    
    $
    117,755Texas Royalty properties
    
    $
    219,657
    
    
    $
    104,654
    
    
    $
    167,402
    
    
    $
    81,179
    
    
    
    120,410
    
    
    
    57,796Total
    
    $
    518,074
    
    
    $
    293,351
    
    
    $
    424,965
    
    
    $
    237,193
    
    
    $
    320,707
    
    
    $
    175,551
  13




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REGULATION
   Federal Natural Gas Regulation
   14




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State Regulation
  Other Regulation
  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Units of the Trust, Related Security Holder Matters and Trust Purchases of
Units
   15




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Item 6. Selected Financial Data
 For the Year Ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Royalty income
    
    $
    62,967,150
    
    
    $
    45,016,670
    
    
    $
    32,596,078
    
    
    $
    23,830,604
    
    
    $
    39,816,141Distributable income
    
    $
    62,267,669
    
    
    
    44,546,743
    
    
    
    32,113,125
    
    
    
    23,415,406
    
    
    
    39,473,395Distributable income per Unit
    
    
    1.335964
    
    
    
    .955758
    
    
    
    0.688993
    
    
    
    0.502382
    
    
    
    0.846908Distributions per Unit
    
    
    1.335964
    
    
    
    .955758
    
    
    
    0.688993
    
    
    
    0.502382
    
    
    
    0.846908Total assets, December 31
    
    $
    8,874,678
    
    
    $
    7,224,412
    
    
    $
    4,865,569
    
    
    $
    4,543,780
    
    
    $
    4,213,606
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
 th
 
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures.
 Disclosure Controls and Procedures
  16




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Changes in Internal Control over Financial Reporting
  Trustees Report on Internal Control Over Financial Reporting
 Internal Control-Integrated Framework Internal Control-Integrated Framwork
 17




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Internal
ControlIntegrated Framework
    18




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Internal ControlIntegrated Framework Internal ControlIntegrated Framework
   
 19




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Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
 DIRECTORS AND OFFICERS
  AUDIT COMMITTEE AND NOMINATING COMMITTEE
  20




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   CODE OF ETHICS
  
 Item 11. Executive Compensation
  Name of Individual or Number
    
    Cashof Persons in Group
    
    Compensation
    
    YearBank of America, N.A
    
    $
    78,294
    (1)
    
    
    2005$
    46,693
    (1)
    
    
    2004$
    41,608
    (1)
    
    
    2003
 
 (1)
    
    Under the Trust Indenture, the Trustee is entitled to an administrative fee for its
administrative services, preparation of quarterly and annual statements with attention to tax
and legal matters of: (i) 1/20 of 1% of the first $100 million and (ii) Trustees standard
hourly rate in excess of 300 hours annually. The administrative fee is subject to reduction
by a credit for funds provision. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management
 Security Ownership of Certain Beneficial Owners
 21




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Amount and Nature ofName and Address
    
    Beneficial Ownership
    
    
    Percent of ClassBurlington Resources Oil & Gas
Company
LP(1)
717 Texas Avenue, Suite 2100
Houston, Texas 77002
    
    9,620,741 Units
    
    
    20.6
    %
 
 (1)
    
    Based on information provided to the Trustee by BROG. Security Ownership of Management
 Change In Control
 
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accounting Fees and Services.
 2005
    
    2004Audit Fees
    
    $
    132,850
    
    
    $
    65,000Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    132,850
    
    
    $
    65,000
  
 PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
  Financial Statements
    22




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Financial Statement Schedules
  Exhibits
 ExhibitNumber
    
    
    
    Exhibit(4)(a)
    
    
    
    Permian Basin Royalty Trust Indenture dated November 3, 1980,
between Southland Royalty Company and The First National Bank of Fort
Worth (now Bank of America, N.A.), as Trustee, heretofore filed as
Exhibit (4)(a) to the Trusts Annual Report on Form 10-K to the
Securities and Exchange Commission for the fiscal year ended December
31, 1980, is incorporated herein by reference.*(b)
    
    
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from
Southland Royalty Company to The First National Bank of Fort Worth
(now Bank of America, N.A.), as Trustee, dated November 3, 1980
(without Schedules), heretofore filed as Exhibit (4)(b) to the Trusts
Annual Report on Form 10-K to the Securities and Exchange Commission
for the fiscal year ended December 31, 1980, is incorporated herein by
reference.*(c)
    
    
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty Trust 
Waddell Ranch) from Southland Royalty Company to The First National
Bank of Fort Worth (now Bank of America, N.A.), as Trustee, dated
November 3, 1980 (without Schedules), heretofore filed as Exhibit
(4)(c) to the Trusts Annual Report on Form 10-K to the Securities and
Exchange Commission for the fiscal year ended December 31, 1980, is
incorporated herein by reference.*(10)(a)
    
    
    
    Underwriting Agreement dated December 15, 2005 among the Permian
Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources
Oil & Gas L.P. and Lehman Brothers Inc. and Wachovia Capital Markets,
LLC as representatives of the several underwriters, heretofore filed
as Exhibit 10.1 to the Trusts current report filed on Form 8-K to the
Securities and Exchange Commission filed on December 19, 2005, is
incorporated herein by reference.*(b)
    
    
    
    Underwriting Agreement dated August 2, 2005 among the Permian Basin
Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil &
Gas L.P. and Goldman Sachs & Co. and Lehman Brothers Inc. as
representatives of the several underwriters, heretofore filed as
Exhibit 10.1 to the Trusts current report filed on Form 8-K to the
Securities and Exchange Commission filed on August 8, 2005, is
incorporated herein by reference.*(c)
    
    
    
    Registration Rights Agreement dated as of July 21, 2004 by and
between Burlington Resources, Inc. and Bank of America, N.A., as
trustee of
 23




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ExhibitNumber
    
    
    
    ExhibitPermian Basin Royalty Trust, heretofore filed as Exhibit
10.1 to the Trusts Quarterly Report on Form 10-Q to the Securities
and Exchange Commission for the quarterly period ended June 30, 2004
is incorporated herein by reference.*(13)
    
    
    
    Registrants Annual Report to security holders for fiscal year ended
December 31, 2005.**(23.1)
    
    
    
    Consent of Cawley, Gillespie & Associates, Inc., reservoir
engineer.**(23.2)
    
    
    
    Consent of
Deloitte & Touche LLP(31.1)
    
    
    
    Certification required by Rule 13a-14(a)/15d-14(a).**(32.1)
    
    
    
    Certification required by Rule 13a-14(b)/15d-14(b) and Section 906
of the Sarbanes-Oxley Act of 2002.**
 
 *
    
    A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction,
upon written request to the Trustee, Bank of America, N.A., P.O. Box 830650, Dallas, Texas
75283-0650.**
    
    Filed herewith. 24




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SIGNATURE
  PERMIAN BASIN ROYALTY TRUSTBy: BANK OF AMERICA, N.A., TrusteeBy:  /s/Ron E. HooperRon E. HooperSenior Vice PresidentDate: March 15, 2006
  25




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INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    
    
    EXHIBIT(4)(a)
    
    
    
    Permian Basin Royalty Trust Indenture dated November 3,
1980, between Southland Royalty Company and The First
National Bank of Fort Worth (now Bank of America, N.A.), as
Trustee, heretofore filed as Exhibit (4)(a) to the Trusts
Annual Report on Form 10-K to the Securities and Exchange
Commission for the fiscal year ended December 31, 1980, is
incorporated herein by reference.*(b)
    
    
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust) from Southland Royalty Company to The First National
Bank of Fort Worth (now Bank of America, N.A.), as Trustee,
dated November 3, 1980 (without Schedules), heretofore filed
as Exhibit (4)(b) to the Trusts Annual Report on Form 10-K
to the Securities and Exchange Commission for the fiscal year
ended December 31, 1980, is incorporated herein by
reference.*(c)
    
    
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust  Waddell Ranch) from Southland Royalty Company to The
First National Bank of Fort Worth (now Bank of America,
N.A.), as Trustee, dated November 3, 1980 (without
Schedules), heretofore filed as Exhibit (4)(c) to the Trusts
Annual Report on Form 10-K to the Securities and Exchange
Commission for the fiscal year ended December 31, 1980, is
incorporated herein by reference.*(10)(a)
    
    
    
    Underwriting Agreement dated December 15, 2005 among the
Permian Basin Royalty Trust, Burlington Resources, Inc.,
Burlington Resources Oil & Gas L.P. and Lehman Brothers Inc.
and Wachovia Capital Markets, LLC as representatives of the
several underwriters, heretofore filed as Exhibit 10.1 to the
Trusts current report filed on Form 8-K to the Securities
and Exchange Commission filed on December 19, 2005, is
incorporated herein by reference.*(b)
    
    
    
    Underwriting Agreement dated August 2, 2005 among the
Permian Basin Royalty Trust, Burlington Resources, Inc.,
Burlington Resources Oil & Gas L.P. and Goldman Sachs & Co.
and Lehman Brothers Inc. as representatives of the several
underwriters, heretofore filed as Exhibit 10.1 to the Trusts
current report filed on Form 8-K to the Securities and
Exchange Commission filed on August 8, 2005, is incorporated
herein by reference.*
 26




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##### Table of Contents



EXHIBITNUMBER
    
    
    
    EXHIBIT(c)
    
    
    
    Registration Rights Agreement dated as of July 21, 2004 by
and between Burlington Resources, Inc. and Bank of America,
N.A., as trustee of Permian Basin Royalty Trust, heretofore
filed as Exhibit 10.1 to the Trusts Quarterly Report on Form
10-Q to the Securities and Exchange Commission for the
quarterly period ended June 30, 2004 is incorporated herein
by reference.*(13)
    
    
    
    Registrants Annual Report to security holders for fiscal
year ended December 31, 2005.**(23.1)
    
    
    
    Consent of Cawley, Gillespie & Associates, Inc., reservoir
engineer.**(23.2)
    
    
    
    Consent of
Deloitte & Touche LLP(31.1)
    
    
    
    Certification required by Rule 13a-14(a)/15d-14(a).**(32.1)
    
    
    
    Certification required by Rule 13a-14(b)/15d-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002.**
 
 *
    
    A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon
written request to the Trustee, Bank of America, N.A., P.O. Box 830650, Dallas, Texas 75283-0650.**
    
    Filed herewith. 27