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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 1-8032
  San Juan Basin Royalty
    Trust
 (Exact name of registrant as
    specified in the Amended and Restated San Juan Basin
    Royalty Trust Indenture)
  Texas

75-6279898(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)Compass Bank

761162525 Ridgmar Boulevard, Suite 100

(Zip Code)Fort Worth, Texas(Address of principal executive
    offices)   (866) 809-4553
    (Registrants telephone number, including area code)
    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:
 None (Title of Class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS UNITS, RELATED UNIT HOLDER MATTERS AND ISSUER PURCHASES OF UNITSITEM 6. SELECTED FINANCIAL DATAITEM 7. TRUSTEES DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9A(T). CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATUREEXHIBIT INDEXEX-13EX-23EX-31EX-32    Table of Contents  
  PART I
  Form 10-K
 
  ITEM 1.
    BUSINESS  (866) 809-4553). www.sjbrt.com
         2




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(866) 809-4553,
           3




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ITEM 1A.
    RISK
    FACTORS  Form 10-K,
  Oil
    and gas prices fluctuate due to a number of factors, and lower
    prices will reduce net proceeds to the Trust and distributions
    to Unit Holders.
    
    political conditions worldwide, in particular political
    disruption, war or other armed conflicts in oil producing
    regions;
    worldwide economic conditions;
    weather conditions;
    the supply and price of foreign oil and gas, including liquefied
    natural gas;
    the level of consumer demand;
    the price and availability of alternative fuels;
    the proximity to, and capacity of, transportation
    facilities; and
    the effect of worldwide energy conservation measures.   4




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Increased
    costs of production and development will result in decreased
    Trust distributions.
      Trust
    reserve estimates depend on many assumptions that may prove to
    be inaccurate, which could cause both estimated reserves and
    estimated future revenues to be too high.
    
    historical production from the area compared with production
    rates from similar producing areas;
    the assumed effect of governmental regulation; and
    assumptions about future commodity prices, production and
    development costs, severance and excise taxes, and capital
    expenditures.    The
    operators of the Underlying Properties are subject to extensive
    governmental regulation.
    Operating
    risks for BROG and other operators of the Underlying Properties
    can adversely affect Trust distributions.
   5




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None
    of the Trustee, the Trust nor the Unit Holders control the
    operation or development of the
    Underlying Properties.
    The
    Royalty can be sold and the Trust can be terminated in certain
    circumstances.
    Mineral
    properties, such as the Underlying Properties, are depleting
    assets and, if BROG or other
    operators of the Underlying Properties do not perform additional
    development projects, the assets may deplete faster than
    expected.
    Unit
    Holders have limited voting rights.
   
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS  180-day Form 10-K
 
  ITEM 2.
    PROPERTIES      Producing
    Acreage, Wells and Drilling
   6




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7




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80-acre 160-acre Eighty-acre and/or 40-acre
  Oil and
    Gas Production
    2008


2007


2006Gas


Oil


Gas


Oil


Gas


Oil(Mcf)


(Bbls)


(Mcf)


(Bbls)


(Mcf)


(Bbls)Production


19,529,046



28,221



20,116,806



35,129



22,475,405



40,702Average Price

$
8.28


$
99.32


$
6.11


$
63.14


$
6.55


$
61.30     2008


2007


2006Production (Mcf)


34,527,043



36,961,349



40,900,570Total Production Costs

$
86,919,736


$
77,932,758


$
88,625,021Average Production Costs per Unit of Production

$
2.5174


$
2.1085


$
2.1668Lease Operating Expenses

$
32,867,589


$
27,947,790


$
22,463,687Average Lifting Cost per Unit of Production

$
.9519


$
.7561


$
.5492   Pricing
    Information
       8




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year-to-year
    Oil and
    Gas Reserves
  Form 10-K:
  Form 10-K
         9




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Crude


NaturalOil


Gas(Bbls)


(Mcf)Reserves as of December 31, 2005


454



261,759Revisions of previous estimates


(33
)


(27,467
)Extensions, discoveries and other additions


20



8,644Production


(41
)


(22,475
)Reserves as of December 31, 2006


400



220,461Revisions of previous estimates


3



(15,263
)Extensions, discoveries and other additions


20



9,774Production


(35
)


(20,117
)Reserves as of December 31, 2007


388



194,855Revisions of previous estimates


(117
)


(26,004
)Extensions, discoveries and other additions


6



7,012Production


(28
)


(19,529
)Reserves as of December 31, 2008


249



156,334     2008


2007


2006Crude Oil (Bbls)


207



333



357Natural Gas (Mcf)


139,770



171,165



197,466   and/or and/or
   10




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2008


2007


2006Balance, January 1

$
750,758


$
746,327


$
1,090,324Revisions of prior-year estimates, change in prices and other


(264,176
)


7,282



(345,237
)Extensions, discoveries and other additions


18,660



36,319



28,520Accretion of discount


75,076



74,633



109,032Royalty Income


(144,588
)


(113,803
)


(136,312
)Balance, December 31

$
435,730


$
750,758


$
746,327             2008


2007


2006Estimated


Present


Estimated


Present


Estimated


PresentFuture


Value


Future


Value


Future


ValueNet


at


Net


at


Net


atRevenue


10%


Revenue


10%


Revenue


10%Total Proved

$
737,736


$
435,730


$
1,329,974


$
750,758


$
1,337,575


$
746,327Proved Developed

$
657,035


$
398,870


$
1,167,273


$
670,144


$
1,198,784


$
677,276Total Proved Per Unit

$
15.83


$
9.35


$
28.53


$
16.11


$
28.70


$
16.01    11




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Regulation
      Federal
    Natural Gas Regulation
          Section 45
    Tax Credit
   12




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Passive
    Loss Rules
    Other
    Regulation
   
  ITEM 3.
    LEGAL
    PROCEEDINGS  Form 10-K
  San Juan Basin Royalty Trust vs. Burlington
    Resources Oil & Gas Company, L.P. No. D1329-CV-08-751,
    San Juan Basin Royalty Trust v. Burlington
    Resources Oil & Gas Company LP
 13




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Jicarilla Apache
    Nation v. Department of Interior
  Form 10-Q United States of America ex rel.
    Harrold E. (Gene) Wright v. AGIP Petroleum
    Co. et al. 9:98-CV-30)
   
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   14




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PART II
 
  ITEM 5.
    MARKET
    FOR REGISTRANTS UNITS, RELATED UNIT HOLDER MATTERS AND
    ISSUER PURCHASES OF UNITS   
  ITEM 6.
    SELECTED
    FINANCIAL DATA  2008


2007


2006


2005


2004Royalty Income

$
144,588,156


$
113,803,339


$
136,311,892


$
153,858,264


$
111,042,767Distributable income


143,081,245



113,221,235



135,867,325



151,560,081



109,390,735Distributable income per Unit


3.069833



2.429184



2.915055



3.251747



2.346998Distributions per Unit


3.069833



2.429184



2.915055



3.251747



2.346998Total assets, December 31


25,377,265



28,923,416



26,481,276



43,054,656



36,814,866  
  ITEM 7.
    TRUSTEES
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION   
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  and/or
 
  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  Form 10-K
 15




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Form 10-K
  Rule 13a-15(f) Rule 13a-15(f)
  Trustees
    Report on Internal Control Over Financial Reporting
      Form 10-K,
 16




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Report of
    Independent Registered Public
    Accounting Firm on Internal Control Over Financial
    Reporting
              
      17




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ITEM 9A(T).
    CONTROLS
    AND PROCEDURES   
  ITEM 9B.
    OTHER
    INFORMATION  Form 8-K Form 8-K.
 
  PART III
 
  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT    Section 16(a)
    Beneficial Ownership Reporting Compliance
   
  ITEM 11.
    EXECUTIVE
    COMPENSATION    Name of Individual



Capacities in

Cashor Entity

Year

Which Served

Compensation(1)Compass Bank


2008



Trustee


$
319,733Compass Bank


2007



Trustee


$
304,668Compass Bank


2006



Trustee


$
249,924     (1)
    
    Under the Indenture, the Trustee is entitled to an
    administrative fee for its administrative services and the
    preparation of quarterly and annual statements of: (i) 1/20
    of 1% of the first $100 million of the annual gross revenue
    of the Trust, and 1/30 of 1% of the annual gross revenue of the
    Trust in excess of $100 million and (ii) the
    Trustees standard hourly rates for time in excess of
    300 hours annually. As of January 1, 2003, the
    administrative fee due under items (i) and (ii) above
    will not be less than $36,000 per year (as adjusted annually to
    reflect the increase (if any) in the Producers Price Index as
    published by the U.S. Department of Labor, Bureau of Labor
    Statistics). 18




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ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SECURITY HOLDER MATTERS    Security Ownership of Certain Beneficial
    Owners.
  Number of Units

Percent ofName and Address of Beneficial Owner

Beneficially Owned

ClassArnhold and S. Bleichroeder Advisors, LLC


4,420,824



9.48
%1345 Avenue of the Americas
    New York, NY 10105(1)     (1)
    
    This information was provided to the SEC and to the Trustee in a
    Schedule 13G/A filed with the SEC on February 12,
    2009, on behalf of Arnhold and S. Bleichroeder Advisors, LLC.  Security Ownership of Trustee.
 
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS   
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    2008


2007Audit Fees

$
75,650


$
73,0350Audit-Related Fees


-0-



-0-Tax Fees


3,950



3,750All Other Fees


-0-



-0-Total

$
79,600


$
76,800       B-schedules
 19




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PART IV
 
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
  Financial
    Statements
  Form 10-K
       20




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Financial
    Statement Schedules
    Exhibits
  ExhibitNumber

Description4(a)


Amended and Restated Royalty Trust Indenture, dated
    December 12, 2007 (the original Royalty
    Trust Indenture, dated November 1, 1980 having been
    entered into between Southland Royalty Company and the
    Fort Worth National Bank, as Trustee, which was amended and
    restated effective September 30, 2002), heretofore filed as
    Exhibit 99.2 to the Trusts Current Report on
    Form 8-K
    filed with the SEC on December 14, 2007, is incorporated
    herein by reference.*4(b)


Net Overriding Royalty Conveyance from Southland Royalty Company
    to the Fort Worth National Bank, as Trustee, dated
    November 3, 1980 (without Schedules), heretofore filed as
    Exhibit 4(b) to the Trusts Annual Report on
    Form 10-K
    filed with the SEC on March 1, 2007, is incorporated herein
    by reference.*4(c)


Assignment of Net Overriding Interest (San Juan Basin
    Royalty Trust), dated September 30, 2002, between Bank One,
    N.A. and TexasBank, heretofore filed as Exhibit 4(c) to the
    Trusts Quarterly Report on
    Form 10-Q
    filed with the SEC for the quarter ended September 30,
    2002, is incorporated herein by reference.*10


Indemnification Agreement, dated May 13, 2003, with
    effectiveness as of July 30, 2002, by and between Lee Ann
    Anderson and San Juan Basin Royalty Trust, heretofore filed
    as Exhibit 10(a) to the Trusts Quarterly Report on
    Form 10-Q
    filed with the SEC for the quarter ended March 31, 2003, is
    incorporated herein by reference.13(a)


Registrants Annual Report to Unit Holders for the fiscal
    year ended December 31, 2008.**13(b)


Registrants Quarterly Report on
    Form 10-Q
    filed with the SEC for the quarter ended March 31, 2008, is
    incorporated herein by reference.*23


Consent of Cawley, Gillespie & Associates, Inc.,
    reservoir engineer.**31


Certification required by
    Rule 13a-14(a),
    dated March 2, 2009, by Lee Ann Anderson, Vice President
    and Senior Trust Officer of Compass Bank, the Trustee of
    the Trust.**32


Certification required by
    Rule 13a-14(b),
    dated March 2, 2009, by Lee Ann Anderson, Vice President
    and Senior Trust Officer of Compass Bank on behalf of
    Compass Bank, the Trustee of the Trust.***     *
    
    A copy of this Exhibit is available to any Unit Holder (free of
    charge) upon written request to the Trustee, Compass Bank, 2525
    Ridgmar Boulevard, Suite 100, Fort Worth, Texas 76116.**
    
    Filed herewith.***
    
    Furnished herewith. 21




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SIGNATURE
      By:
    COMPASS
    BANK, AS TRUSTEE OF THE   By:
    /s/  Lee
    Ann Anderson       (The Trust
    has no directors or executive officers)
 22




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EXHIBIT INDEX
  ExhibitNumber

Description4(a)


Amended and Restated Royalty Trust Indenture, dated
    December 12, 2007 (the original Royalty
    Trust Indenture, dated November 1, 1980 having been
    entered into between Southland Royalty Company and The
    Fort Worth National Bank, as Trustee, which was amended and
    restated effective September 30, 2002), heretofore filed as
    Exhibit 99.2 to the Trusts Current Report on
    Form 8-K
    filed with the SEC on December 14, 2007, is incorporated
    herein by reference.*4(b)


Net Overriding Royalty Conveyance from Southland Royalty Company
    to the Fort Worth National Bank, as Trustee, dated
    November 3, 1980 (without Schedules), heretofore filed as
    Exhibit 4(b) to the Trusts Annual Report on
    Form 10-K
    filed with the SEC on March 1, 2007, is incorporated herein
    by reference.*4(c)


Assignment of Net Overriding Interest (San Juan Basin
    Royalty Trust), dated September 30, 2002, between Bank One,
    N.A. and TexasBank, heretofore filed as Exhibit 4(c) to the
    Trusts Quarterly Report on
    Form 10-Q
    filed with the SEC for the quarter ended September 30,
    2002, is incorporated herein by reference.*10


Indemnification Agreement, dated May 13, 2003, with
    effectiveness as of July 30, 2002, by and between Lee Ann
    Anderson and San Juan Basin Royalty Trust, heretofore filed
    as Exhibit 10(a) to the Trusts Quarterly Report on
    Form 10-Q
    filed with the SEC for the quarter ended March 31, 2003, is
    incorporated herein by reference.13(a)


Registrants Annual Report to Unit Holders for the fiscal
    year ended December 31, 2008.**13(b)


Registrants Quarterly Report on
    Form 10-Q
    filed with the SEC for the quarter ended March 31, 2008, is
    incorporated herein by reference.*23


Consent of Cawley, Gillespie & Associates, Inc.,
    reservoir engineer.**31


Certification required by
    Rule 13a-14(a),
    dated March 2, 2009, by Lee Ann Anderson, Vice President
    and Senior Trust Officer of Compass Bank, the Trustee of
    the Trust.**32


Certification required by
    Rule 13a-14(b),
    dated March 2, 2009, by Lee Ann Anderson, Vice President
    and Senior Trust Officer of Compass Bank, on behalf of
    Compass Bank, the Trustee of the Trust.***     *
    
    A copy of this Exhibit is available to any Unit Holder (free of
    charge) upon written request to the Trustee, Compass Bank, 2525
    Ridgmar Boulevard, Suite 100, Fort Worth, Texas 76116.**
    
    Filed herewith.***
    
    Furnished herewith. 23