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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 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 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
    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 INDEXAssignment of Net Overriding InterestRegistrant's Annual Report to Unit HoldersConsent of Cawley, Gillespie & Associates, Inc.Certification Required by Rule 13a-14(a) by Vice President and Senior Trust OfficerCertification Required by Rule 13a-14(b) by Vice President and Senior Trust Officer    Table of Contents  
  PART I
  Form 10-K
 
  ITEM 1.
    BUSINESS  (866) 809-4553). www.sjbrt.com
           2




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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  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 20-acre
  Oil and
    Gas Production
    2007


2006


2005Gas


Oil


Gas


Oil


Gas


Oil(Mcf)


(Bbls)


(Mcf)


(Bbls)


(Mcf)


(Bbls)Production


20,116,806



35,129



22,475,405



40,702



26,600,644



43,142Average Price

$
6.11


$
63.14


$
6.55


$
61.30


$
6.27


$
49.62     2007


2006


2005Production


36,961,349
Mcf


40,900,570
Mcf


42,867,162
McfTotal Production Costs

$
77,932,758


$
88,625,021


$
68,607,709Lease Operating Expenses

$
27,947,790


$
22,463,687


$
21,234,459Average Lifting Cost per Unit of Production

$
.7561


$
.5492


$
.4953  8




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Pricing
    Information
               9




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Oil and
    Gas Reserves
  Form 10-K:
  Form 10-K
            Crude


NaturalOil


Gas(Bbls)


(Mcf)Reserves as of December 31, 2004


459



256,936Revisions of previous estimates


15



14,401Extensions, discoveries and other additions


23



17,023Production


(43
)


(26,601
)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



194,855  10




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2007


2006


2005Crude Oil (Bbls)


333



357



395Natural Gas (Mcf)


171,165



197,466



231,235   and/or and/or
      2007


2006


2005Balance, January 1

$
746,327


$
1,090,324


$
756,017Revisions of prior-year estimates, change in prices and other


7,282



(345,237
)


339,865Extensions, discoveries and other additions


36,319



28,520



72,698Accretion of discount


74,633



109,032



75,602Royalty Income


(113,803
)


(136,312
)


(153,858
)Balance, December 31

$
750,758


$
746,327


$
1,090,324      11




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##### Table of Contents



2007


2006


2005Estimated


Present


Estimated


Present


Estimated


PresentFuture


Value


Future


Value


Future


ValueNet


at


Net


at


Net


atRevenue


10%


Revenue


10%


Revenue


10%Total Proved

$
1,329,974


$
750,758


$
1,337,575


$
746,327


$
2,018,722


$
1,090,324Proved Developed

$
1,167,273


$
670,144


$
1,198,784


$
677,276


$
1,785,597


$
965,615Total Proved Per Unit

$
28.53


$
16.11


$
28.70


$
16.01


$
43.31


$
23.39       Regulation
      Federal
    Natural Gas Regulation
     12




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Section 45
    Tax Credit
    Passive
    Loss Rules
    Other
    Regulation
   
  ITEM 3.
    LEGAL
    PROCEEDINGS  Form 10-K
   13




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS      Number of UnitsFor


39,063,892Against


362,111Abstain


337,263     Number of UnitsFor


38,126,487Against


1,236,687Abstain


400,092     Number of UnitsFor


38,692,169Against


681,828Abstain


389,269  14




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Number of UnitsFor


38,413,680Against


930,612Abstain


418,974  
  PART II
 
  ITEM 5.
    MARKET
    FOR REGISTRANTS UNITS, RELATED UNIT HOLDER MATTERS AND
    ISSUER PURCHASES OF UNITS   
  ITEM 6.
    SELECTED
    FINANCIAL DATA  2007


2006


2005


2004


2003Royalty Income

$
113,803,339


$
136,311,892


$
153,858,264


$
111,042,767


$
91,997,262Distributable income


113,221,235



135,867,325



151,560,081



109,390,735



90,357,837Distributable income per Unit


2.429184



2.915055



3.251747



2.346998



1.938644Distributions per Unit


2.429184



2.915055



3.251747



2.346998



1.938644Total assets, December 31


28,923,416



26,481,276



43,054,656



36,814,866



36,905,104  
  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   15




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ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   
  ITEM 9A.
    CONTROLS
    AND PROCEDURES  Form 10-K
    Form 10-K
  Rule 13a-15(f)
  Rule 13a-15(f)
 16




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Trustees
    Report on Internal Control Over Financial Reporting
      Form 10-K,
  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


2007



Trustee


$
304,668Compass Bank(2)


2006



Trustee


$
249,924TexasBank


2005



Trustee


$
310,461  18




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(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).(2)
    
    On March 24, 2006 Compass Bancshares Inc., the parent
    company of Compass Bank, completed its acquisition of TexasBanc
    Holding Co., the parent company of TexasBank, the prior trustee
    of the Trust. On that same date, TexasBank merged with Compass
    Bank, and as a result, Compass Bank succeeded TexasBank as
    Trustee under the terms of the Indenture. On September 7,
    2007, Compass Bancshares, Inc. was acquired by Banco Bilbao
    Vizcaya Argentaria, S.A. (BBVA) and is now a
    wholly-owned subsidiary of BBVA. 
  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


3,061,220



6.57
%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 filed with the SEC on February 12, 2008,
    on behalf of Arnohld and S. Bleichroeder Advisors, LLC.  Security Ownership of Trustee.
 
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS   19




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ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    2007


2006Audit Fees

$
73,050


$
71,125Audit-Related Fees


-0-



-0-Tax Fees


3,750



5,475All Other Fees


-0-



-0-Total

$
76,800


$
76,600       B-schedules
     
  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.*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


Registrants Annual Report to Unit Holders for the fiscal
    year ended December 31, 2007.*23


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


Certification required by
    Rule 13a-14(a),
    dated February 29, 2008, 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 February 29, 2008, 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.*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


Registrants Annual Report to Unit Holders for the fiscal
    year ended December 31, 2007.*23


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


Certification required by
    Rule 13a-14(a),
    dated February 29, 2008, 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 February 29, 2008, 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