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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, 2008
 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
    
    75-6280532(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)
 
 
 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 Title of Each Class
    
    Name of Each Exchange on
Which RegisteredUnits of Beneficial Interest
    
    New York Stock Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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FORWARD LOOKING INFORMATION




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##### 



PART I

3Item 1. Business

3Item 1A. Risk Factors

4Item 1B. Unresolved Staff Comments

10Item 2. Properties

10Item 3. Legal Proceedings

17Item 4. Submission of Matters to a Vote of Security Holders

17PART II

17Item 5. Market for Units of the Trust, Related Security Holder Matters and Trust Purchases of
Units

17Item 6. Selected Financial Data

18Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation

18Item 7A. Quantitative and Qualitative Disclosures about Market Risk

18Item 8. Financial Statements and Supplementary Data

18Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

18Item 9A. Controls and Procedures

18Item 9B. Other Information

22PART III

22Item 10. Directors and Executive Officers of the Registrant

22Item 11. Executive Compensation

22Item 12. Security Ownership of Certain Beneficial Owners and Management

23Item 13. Certain Relationships and Related Transactions

23Item 14. Principal Accounting Fees and Services

23PART IV

24Item 15. Exhibits, Financial Statement Schedules

24SIGNATURE

26INDEX TO EXHIBITS

27Annual Report to Security HoldersConsent of Cawley, Gillespie & Associates, Inc.Certification Required by Rule 13a-14(a)/15d-14(a)Certification Required by Rule 13a-14(b)/15d-14(b) and Section 906EX-13EX-23.1EX-31.1EX-32.1




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PART I
 
 Item 1. Business
       3




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Website/SEC Filings
 http://www.pbt-permianbasintrust.com
 
 Widely Held Fixed Investment Trust Reporting Information
 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 ability of members of the Organization of Petroleum Exporting Countries to
agree upon and maintain oil prices and production levels;
    
    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.
 5




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
    
    historical production from the area compared with production rates from similar
producing areas;
    
    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.
   Future
royalty income may be subject to risks relating to the creditworthiness of third parties.
 6




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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.
   Terrorism and continued hostilities in the Middle East could decrease Trust distributions or the
market price of the Units.
  7




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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.
  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.
  8




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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 is uncertain.
  9




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Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   PRODUCING ACREAGE, WELLS AND DRILLING
 Waddell Ranch Properties
   10




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Texas Royalty Properties
    Well Count and Acreage Summary
 NUMBER OF WELLS
    
    ACRESGross
    
    Net
    
    Gross
    
    NetBROG and Riverhill Energy Interests
    
    
    1,307
    
    
    
    589
    
    
    
    76,922
    
    
    
    33,246
 11




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OIL AND GAS PRODUCTION
  Waddell Ranch
    
    Texas RoyaltyProperties
    
    Properties
    
    Total2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006Royalties:ProductionOil (barrels)
    
    
    454,247
    
    
    
    437,420
    
    
    
    429,052
    
    
    
    306,011
    
    
    
    303,458
    
    
    
    320,897
    
    
    
    760,258
    
    
    
    740,878
    
    
    
    749,949Gas (Mcf)
    
    
    3,143,777
    
    
    
    2,996,313
    
    
    
    2,640,873
    
    
    
    529,291
    
    
    
    481,585
    
    
    
    513,918
    
    
    
    3,673,068
    
    
    
    3,477,898
    
    
    
    3,154,791Underlying Properties:ProductionOil (barrels)
    
    
    722,025
    
    
    
    846,104
    
    
    
    863,198
    
    
    
    333,692
    
    
    
    344,166
    
    
    
    357,967
    
    
    
    1,055,717
    
    
    
    1,190,270
    
    
    
    1,221,165Gas (Mcf)
    
    
    5,350,284
    
    
    
    5,859,974
    
    
    
    5,396,777
    
    
    
    577,506
    
    
    
    547,871
    
    
    
    576,411
    
    
    
    5,927,790
    
    
    
    6,407,845
    
    
    
    5,973,188Average PriceOil/barrel
    
    
    102.41
    
    
    
    62.51
    
    
    
    59.15
    
    
    
    102.39
    
    
    
    60.14
    
    
    
    59.50
    
    
    
    102.41
    
    
    
    61.54
    
    
    
    59.30Gas/Mcf
    
    
    10.35
    
    
    
    7.21
    
    
    
    7.63
    
    
    
    13.55
    
    
    
    9.64
    
    
    
    10.02
    
    
    
    10.81
    
    
    
    7.54
    
    
    
    8.02
   PRICING INFORMATION
  Oil
 Gas
 OIL AND GAS RESERVES
  12




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13




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Waddell Ranch
    
    Texas RoyaltyProperties
    
    Properties
    
    TotalOil
    
    Gas
    
    Oil
    
    Gas
    
    Oil
    
    Gas(Bbls)
    
    (Mcf)
    
    (Bbls)
    
    (Mcf)
    
    (Bbls)
    
    (Mcf)January 1, 2006
    
    
    3,315
    
    
    
    20.929
    
    
    
    3,535
    
    
    
    5,603
    
    
    
    6,850
    
    
    
    26,532Extensions, discoveries, and
other additions
    
    
    33
    
    
    
    490
    
    
    
    0
    
    
    
    2
    
    
    
    33
    
    
    
    492Revisions of previous estimates
    
    
    233
    
    
    
    208
    
    
    
    212
    
    
    
    53
    
    
    
    445
    
    
    
    261Production
    
    
    (429
    )
    
    
    (2,641
    )
    
    
    (321
    )
    
    
    (514
    )
    
    
    (750
    )
    
    
    (3,155
    )December 31, 2006
    
    
    3,152
    
    
    
    18,986
    
    
    
    3,426
    
    
    
    5,144
    
    
    
    6,578
    
    
    
    24,130Extensions, discoveries, and
other additions
    
    
    50
    
    
    
    133
    
    
    
    
    
    
    
    63
    
    
    
    50
    
    
    
    196Revisions of previous estimates
    
    
    1,072
    
    
    
    4,987
    
    
    
    296
    
    
    
    467
    
    
    
    1,368
    
    
    
    5,454Production
    
    
    (437
    )
    
    
    (2,996
    )
    
    
    (303
    )
    
    
    (482
    )
    
    
    (740
    )
    
    
    (3,478
    )December 31, 2007
    
    
    3,837
    
    
    
    21,110
    
    
    
    3,419
    
    
    
    5,192
    
    
    
    7,256
    
    
    
    26,302Extensions, discoveries, and
other additions
    
    
    40
    
    
    
    56
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    56Revisions of previous estimates
    
    
    (1,073
    )
    
    
    (3,667
    )
    
    
    397
    
    
    
    1,646
    
    
    
    (676
    )
    
    
    (2,021
    )Production
    
    
    (454
    )
    
    
    (3,144
    )
    
    
    (306
    )
    
    
    (529
    )
    
    
    (760
    )
    
    
    (3,673
    )December 31, 2008
    
    
    2,350
    
    
    
    14,355
    
    
    
    3,510
    
    
    
    6,309
    
    
    
    5,860
    
    
    
    20,664
  Crude Oil
    
    Natural Gas(Bbls)
    
    (Mcf)December 31, 2008
    
    
    5,662
    
    
    
    20,664December 31, 2007
    
    
    7,199
    
    
    
    26,140December 31, 2006
    
    
    6,443
    
    
    
    23,233
   14




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Waddell Ranch
    
    
    Texas RoyaltyProperties
    
    
    Properties
    
    
    Total2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006January 1
    
    $
    316,135
    
    
    $
    163,308
    
    
    $
    188,697
    
    
    $
    168,237
    
    
    $
    102,663
    
    
    $
    104,654
    
    
    $
    484,372
    
    
    $
    265,971
    
    
    $
    293,351Extensions,
discoveries, and
other additions
    
    
    936
    
    
    
    2,898
    
    
    
    2,108
    
    
    
    0
    
    
    
    399
    
    
    
    15
    
    
    
    936
    
    
    
    3,297
    
    
    
    2,123Accretion of discount
    
    
    31,613
    
    
    
    16,331
    
    
    
    18,870
    
    
    
    16,824
    
    
    
    10,266
    
    
    
    10,465
    
    
    
    48,437
    
    
    
    26,597
    
    
    
    29,335Revisions of
previous estimates
and other
    
    
    (176,221
    )
    
    
    180,065
    
    
    
    (3,224
    )
    
    
    (66,456
    )
    
    
    76,825
    
    
    
    10,793
    
    
    
    (242,677
    )
    
    
    256,890
    
    
    
    7,569Royalty income
    
    
    (75,501
    )
    
    
    (46,467
    )
    
    
    (43,143
    )
    
    
    (36,840
    )
    
    
    (21,916
    )
    
    
    (23,264
    )
    
    
    (112,341
    )
    
    
    (68,383
    )
    
    
    (66,407
    )December 31
    
    $
    96,962
    
    
    $
    316,135
    
    
    $
    163,308
    
    
    $
    81,765
    
    
    $
    168,237
    
    
    $
    102,663
    
    
    $
    178,727
    
    
    $
    484,372
    
    
    $
    265,971
     2008
    
    
    2007
    
    
    2006Estimated
    
    
    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
    
    $
    148,888
    
    
    $
    96,962
    
    
    $
    518,547
    
    
    $
    316,135
    
    
    $
    255,703
    
    
    $
    163,308Texas Royalty properties
    
    $
    173,000
    
    
    $
    81,765
    
    
    $
    357,507
    
    
    $
    168,237
    
    
    $
    212,486
    
    
    $
    102,663Total
    
    $
    321,888
    
    
    $
    178,727
    
    
    $
    876,054
    
    
    $
    484,372
    
    
    $
    468,189
    
    
    $
    265,971
  15




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REGULATION
   Federal Natural Gas Regulation
   16




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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
  17




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Item 6. Selected Financial Data
 For the Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Royalty income
    
    $
    112,341,696
    
    
    $
    68,382,820
    
    
    $
    66,407,199
    
    
    $
    62,967,150
    
    
    $
    45,016,670Distributable income
    
    $
    111,458,507
    
    
    $
    67,619,230
    
    
    $
    65,715,369
    
    
    $
    62,267,669
    
    
    
    44,546,743Distributable income per Unit
    
    $
    2.391356
    
    
    $
    1.450777
    
    
    $
    1.410082
    
    
    
    1.335964
    
    
    
    .955758Distributions per Unit
    
    $
    2.391356
    
    
    $
    1.450777
    
    
    $
    1.410082
    
    
    
    1.335964
    
    
    
    .955758Total assets, December 31
    
    $
    6,318,009
    
    
    $
    9,467,142
    
    
    $
    6,574,350
    
    
    $
    8,874,678
    
    
    $
    7,224,412
 
 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
  18




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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 Framework
 Item 9A(T). Controls and Procedures.
  19




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Internal Control  Integrated
Framework
    Internal Control
 Integrated Framework
  20




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DELOITTE & TOUCHE LLP
 Dallas, TX
March 2, 2009
 21




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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
  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., Trustee
    
    $
    87,168
    (1)
    
    
    2008$
    73,379
    (1)
    
    
    2007$
    67,395
    (1)
    
    
    2006
 22




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##### Table of Contents



(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. COMPENSATION COMMITTEE
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Security Ownership of Certain Beneficial Owners
 Security Ownership of Management
 Change In Control
 Securities Authorized for Issuance under Equity Compensation Plans.
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accounting Fees and Services.
 2008
    
    2007Audit Fees
    
    $
    105,000
    
    
    $
    48,000Audit-related fees
    
    
    
    
    
    $
    8,514Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    105,000
    
    
    $
    56,514
  23




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
  Financial Statements
       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 on Form 8-K to the
Securities and Exchange Commission filed on December 19, 2005, is
incorporated herein by reference.*
 24




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##### Table of Contents



ExhibitNumber
    
    Exhibit(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 on Form 8-K to the
Securities and Exchange Commission filed on August 8, 2005, is
incorporated herein by reference.*(c)
    
    Underwriting Agreement dated August 17, 2006, among Permian Basin
Royalty Trust, ConocoPhillips, Burlington Resources Oil & Gas Company
LP 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 on Form 8-K to the
Securities and Exchange Commission filed on August 22, 2006, is
incorporated herein by reference.*(d)
    
    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, 2008.**(23.1)
    
    Consent of Cawley, Gillespie & Associates, Inc., reservoir
engineer.**(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, U.S. Trust, Bank of America Private Wealth Management,
P.O. Box 830650, Dallas, Texas 75202.**
    
    Filed herewith. 25




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SIGNATURE
    By:
    /s/Ron E. HooperRon E. HooperSenior Vice President   26




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##### Table of Contents



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 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 on
Form 8-K to the Securities and Exchange Commission filed on August
8, 2005, is incorporated herein by reference.*
 27




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##### Table of Contents



EXHIBITNUMBER
    
    EXHIBIT(c)
    
    Underwriting Agreement dated August 17, 2006, among Permian
Basin Royalty Trust, ConocoPhillips, Burlington Resources Oil &
Gas Company LP 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 on
Form 8-K to the Securities and Exchange Commission filed on August
22, 2006, is incorporated herein by reference.*(d)
    
    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, 2008.**(23.1)
    
    Consent of Cawley, Gillespie & Associates, Inc., reservoir
engineer.**(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, U.S. Trust, Bank of America Private Wealth Management, P.O. Box
830650, Dallas, Texas 75202.**
    
    Filed herewith. 28