UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended September 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 1-11450



SANTA FE ENERGY TRUST(Exact name of registrant as specified in its charter)

Texas(State or Other Jurisdiction of
Incorporation or Organization)

76-6081498(I.R.S. Employer Identification No.)


The Bank of New York Mellon Trust Company, N.A., Trustee
Global Corporate Trust
919 Congress Avenue
Austin, Texas(Address of Principal Executive Offices) 78701(Zip Code)

Registrant's
telephone number, including area code:(800) 852-1422

Former
name, former address and former fiscal year, if changed from last report.

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 ý    No o

Indicate by check made whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulstion S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

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

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ý    No o

On May 20, 2010, 0 Depositary Units were outstanding.



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SPECIAL NOTE

The filing of this Quarterly Report as well as the Trust's Annual Report on Form 10-K for the year ended
December 31, 2006 was delayed as a result of issues regarding certain overpayments to the Trust and related issues regarding the Trust's ownership of certain assets. As a result of those
issues, the Trustee of Santa Fe Energy Trust concluded on May 1, 2007 that the Trust's previously-issued financial statements should no longer be relied upon, as set forth in the Trust's Report
on Form 8-K filed on May 3, 2007. The Trustee subsequently determined to restate the Trust's financial statements for the years ended December 31, 2005 and 2004. The
restated financial statements are included in the Trust's Annual Report on Form 10-K for the year ended December 31, 2006, and the restated financial statements should be
read in conjunction with this Quarterly Report.

On
December 19, 2007, the Trust consummated the sale of all or substantially all of its assets to Amen Properties, Inc. and certain other purchasers for approximately
$51.5 million, and, in accordance with the Trust's governing documents, the Trust liquidated on or about February 15, 2008. Unitholders of record on February 14, 2008 received a
terminating distribution with respect to each Depositary Unit equal to a pro rata portion of the net proceeds from the sale of the Net Profits Royalties (subject to reserves for expenses and
contingencies) and a pro rata portion of the proceeds from the matured Treasury Obligations. The distributions were made soon after the February 15, 2008 liquidation. The Trust ceased
operations subsequent to the distribution.

Trading
in the Depositary Units was halted at the close of business on February 14, 2008, and the Depositary Units were delisted by the New York Stock Exchange at the same time.
The Trust's reporting obligations under the Securities Exchange Act of 1934, as amended, subsequently terminated.

2

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PART IFINANCIAL INFORMATION

Item 1.Financial Statements.

SANTA FE ENERGY TRUST    STATEMENTS OF CASH PROCEEDS AND DISTRIBUTABLE CASH (Unaudited)    (In thousands, except per unit data)

Three Months Ended
September 30,

Nine Months Ended
September 30,2007

2006

2007

2006(Restated)



(Restated)Royalty income:ODC royalty

$
3,346

$
3,717

$
9,443

$
10,370Net profits royalty


2,020


1,978


6,779


9,714Total royalty income


5,366


5,695


16,222


20,084Administrative fee to Devon Energy Corporation


(81
)

(78
)

(241
)

(232
)Overpayments made to Trust in error





461





7Recoupment of past overpayments


(1,981
)




(3,873
)

Cash withheld for trust expenses


(300
)

(425
)

(1,025
)

(625
)Distributable cash

$
3,004

$
5,653

$
11,083

$
19,234Distributable cash per trust unit

$
0.47686

$
0.89734

$
1.75930

$
3.05301Trust units outstanding


6,300


6,300


6,300


6,300


3

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SANTA FE ENERGY TRUST    STATEMENTS OF ASSETS AND TRUST CORPUS    (In thousands, except unit data)

September 30,
2007

December 31,
2006(Unaudited)ASSETSCurrent assetscash

$
98

$
309Investment in royalty interests, at cost


87,276


87,276Less: accumulated amortization


(85,471
)

(84,895
)1,805


2,381Total assets

$
1,903

$
2,690TRUST CORPUSTrust corpus, 6,300,000 trust units issued and outstanding

$
1,903

$
2,690


STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)    Nine Months Ended September 30, 2007 and 2006    (In thousands)

Balance at December 31, 2005 (Restated)

$
3,604Cash proceeds


19,859Cash distributions


(19,234
)Trust expenses


(549
)Amortization of royalty interests (Restated)


(903
)Balance at September 30, 2006 (Restated)

$
2,777Balance at December 31, 2006

$
2,690Cash proceeds


12,108Cash distributions


(11,083
)Trust expenses


(1,236
)Amortization of royalty interests


(576
)Balance at September 30, 2007

$
1,903


The
accompanying notes are an integral part of the financial statements.

4

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SANTA FE ENERGY TRUST        NOTES TO FINANCIAL STATEMENTS (Unaudited)

Note 1. Summary of Significant Accounting Policies

The financial statements of the Trust are prepared on the cash basis of accounting for revenues and expenses. Royalty income is recorded when received (generally during the quarter
following the end of the quarter in which the income from the Royalty Properties is received by Devon Energy Corporation ("Devon")) and is net of any cash basis exploration and development
expenditures and amounts reserved for any future exploration and development costs. Expenses of the Trust, which include accounting, engineering, legal and other professional fees, Trustee fees, an
administrative fee paid to Devon and out-of-pocket expenses, are recognized when paid. Under accounting principles generally accepted in the United States of America, revenues
and expenses would be recognized on an accrual basis. Amortization of the Trust's investment in Royalty Interests is recorded using the unit-of-production method in the period
in which the cash is received with respect to such production; therefore, a statement of cash flows is not presented.

The
Trust is a grantor trust and as such is not subject to income taxes and accordingly no recognition has been given to income taxes in the Trust's financial statements. The tax
consequences of owning Trust Units are included in the income tax returns of the individual Trust Unit holders.

The
preparation of the Trust's financial statements requires the use of certain estimates. Actual results may differ from such estimates.

In
the opinion of the Trustee, all adjustments (all of which are normal and recurring) have been made which are necessary to fairly state the financial position, cash proceeds and
distributable cash of the Trust.

The
accompanying financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto and other information included in the Trust's 2005
Annual Report on Form 10-K.

Note 2. Distribution to Trust Unit Holders

The Trust has received royalty payments net of administrative fees paid to Devon and made distributions as follows:

DistributionsRoyalty
Payment
Received

Amount

Per Trust Unit(in thousands, except per unit data)2006First quarter

$
6,294

$
6,194

$
0.98324Second quarter


7,487
(a)

7,387


1.17243Third quarter


6,078
(b)

5,653


0.89734Fourth quarter


6,273


6,073


0.96390$
26,132

$
25,307

$
4.016912007First quarter

$
5,602

$
5,527

$
0.87731Second quarter

$
3,202
(c)
$
2,552

$
0.40513Third quarter

$
3,304
(d)
$
3,004

$
0.47686


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5

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SANTA FE ENERGY TRUST

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

Note 2. Distribution to Trust Unit Holders (Continued)

Note 3. Commitments and Contingencies

The Royalty Properties related to the Trust are the subject of lawsuits and governmental proceedings from time to time arising in the ordinary course of business. While the outcome of
lawsuits or other proceedings involving the Royalty Properties cannot be predicted with certainty, these matters are not expected to have a material adverse effect on the financial position or cash
proceeds and distributable cash of the Trust.

Note 4. Restatement of Previously Reported Amounts (unaudited)

In April 2006, in preparation for the Trust's sale of the Net Profits Royalties in accordance with the Trust Agreement, Devon began a review of its files relating to the Net Profits
Royalties. As a result of this review which continued through the remainder of 2006 and most of 2007, Devon identified a number of interests in the Net Profits Royalties which were not actually held
by the Trust but which
had been reported as being owned by the Trust. Consequently, Devon concluded that it had overpaid the Trust approximately $10.6 million over the seven-year period ended
December 31, 2006. An independent oil and gas auditing firm retained by the Trustee to review the work performed by Devon and its independent oil and gas title consultants confirmed to the
Trustee that Devon did make such overpayments to the Trust.

Beginning
with the distribution paid in May 2007, Devon began to withhold amounts otherwise distributable to the Trust on the Net Profits Royalties in order to recoup a portion of the
amount Devon had overpaid the Trust. The aggregate amount Devon recouped through the distribution paid in February 2008 was approximately $7.7 million.

On
May 1, 2007, as a result of the matters described above, the Trustee concluded, based on the information furnished to the Trustee by Devon as described above, that the Trust's
previously issued financial statements, which include supplemental oil and gas reserve information, should no longer be relied upon. The Trustee subsequently determined to restate the Trust's
financial statements for the years ended December 31, 2005 and 2004.

As
stated in Note 1, the financial statements of the Trust are prepared on the cash basis of accounting. Therefore, the error described above does not impact previously reported
distributions for the seven-year period ended December 31, 2006. However, amounts previously reported for royalty income received and administrative fees paid to Devon during this
time period were overstated. The

6

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SANTA FE ENERGY TRUST

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

Note 4. Restatement of Previously Reported Amounts (unaudited) (Continued)

adjustments
that were made to correct this error in the accompanying 2006 Statements of Cash Proceeds and Distributable Cash are summarized below.

Statements of Cash Proceeds and Distributable CashThree Months Ended September 30, 2006

Nine Months Ended September 30, 2006Previously
Reported

Adjustment

Restated

Previously
Reported

Adjustment

Restated(In Thousands)Royalty income:ODC royalty

$
3,713

$
4

$
3,717

$
10,342

$
28

$
10,370Net profits royalty


2,444


(466
)

1,978


9,752


(38
)

9,714Total royalty income


6,157


(462
)

5,695


20,094


(10
)

20,084Administrative fee to Devon


(79
)

1


(78
)

(235
)

3


(232
)Overpayment made to Trust





461


461





7


7Cash withheld for trust expenses


(425
)




(425
)

(625
)




(625
)Distributable cash

$
5,653

$


$
5,653

$
19,234

$


$
19,234


Additionally,
amounts previously reported for amortization of royalty interests during the seven-year period ended December 31, 2006 were also misstated. This error
also caused a similar overstatement of trust corpus. The adjustments that were made to correct this error in the accompanying 2006 Statement of Changes in Trust Corpus are summarized below.

Statement of Changes in Trust CorpusNine Months Ended September 30, 2006Previously
Reported

Adjustment

Restated(In Thousands)Trust corpus, December 31, 2005

$
4,940

$
(1,336
)
$
3,604Cash proceeds


19,859





19,859Cash distributions


(19,234
)




(19,234
)Trust expenses


(549
)




(549
)Amortization of royalty interests


(994
)

91


(903
)Trust corpus, September 30, 2006

$
4,022

$
(1,245
)
$
2,777


Note 5. Subsequent Event (Unaudited)

On December 19, 2007, the Trustee announced that it completed the sale of all of the Net Profits Royalties held by the Trust to Amen Properties, Inc. and certain other purchasers.
The aggregate price for the assets sold was approximately $51.5 million, after making adjustments pursuant to the purchase agreement.

7

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SANTA FE ENERGY TRUST

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

Note 5. Subsequent Event (Unaudited) (Continued)

The
Trustee distributed the net proceeds of the sale (after deducting amounts necessary to pay all fees, expenses, liabilities and other obligations of the Trust, and after setting aside
any amounts the Trustee determined to hold in reserve, and subject to post-closing adjustments under the purchase agreement) on February 29, 2008 to unitholders of record at the
close of business on February 14, 2008. The distribution was made concurrently with the Trust's distribution for the quarter ending December 31, 2007.

The
United States Treasury book-entry securities representing stripped-interest coupons held by the Trustee as Custodian matured on February 15, 2008. Unitholders of
record at the close of business on February 14, 2008 were entitled to receive the cash proceeds from the matured Treasury Obligations on deposit with the Custodian. The cash proceeds were
distributed as promptly as practicable on or after February 15, 2008.

The
Trust was liquidated on February 15, 2008 and ceased operations. After that date the Trustee continued to act as trustee of the trust estate for purposes of distributing the
trust estate and winding up the affairs of the Trust.

The
Trustee instructed the Trust's transfer agent to stop transfer of the Trust's units immediately following the close of business on February 14, 2008 and requested that the New
York Stock Exchange delist the units at that time. The Trust's reporting obligations under the Securities Exchange Act of 1934, as amended, subsequently terminated.

8

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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion addresses material changes in results of operations for the three and nine months ended September 30,
2007, compared to the three and nine months ended September 30, 2006 and in financial condition since December 31, 2006. It is presumed that readers have read or have access to the
Trust's 2006 Annual Report on Form 10-K which includes disclosures regarding critical accounting policies as part of Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The
Trust was terminated and the Net Profits Royalties were sold on or about December 19, 2007. Each holder of Depositary Units of record as of the day next preceding the
Liquidation Date was entitled to receive a liquidating distribution equal to (1) $20 per Depositary Unit from the proceeds of the matured Treasury Obligations, plus (2) a pro rata
portion of the net proceeds from the sale of Net Profits Royalties, to the extent not previously distributed. Following the Liquidation Date, Holders were no longer entitled to receive quarterly
distributions and the Depositary Units ceased trading. Please read "Description of the Trust Units and Depositary UnitsTermination and Liquidation of the Trust" in the Trust's 2006 Annual
Report on Form 10-K.

General; Liquidity and Capital Resources

The Trust's results of operations were dependent upon the sales prices and quantities of oil and gas produced from the Royalty
Properties, the costs of producing such resources and the amount of capital expenditures made with respect to such properties.

Since,
on an equivalent basis, the majority of the Trust's proved reserves are crude oil, even relatively modest changes in crude oil prices may significantly affect the Trust's revenues
and results of operations. Crude oil prices are subject to significant changes in response to fluctuations in the domestic and world supply and demand and other market conditions as well as the world
political situation as it affects OPEC and other oil producing countries. In addition, a substantial portion of the Trust's revenues come from properties which produce sour (i.e., high sulfur content)
crude oil which sells at prices lower than sweeter (i.e., low sulfur content) crude oils.

Natural
gas prices fluctuate due to weather conditions, the level of natural gas in storage, the relative balance between supply and demand and other economic factors.

Trust
expenses included accounting, engineering, legal and other professional fees, Trustee fees, an administrative fee paid to Devon and other out-of-pocket
expenses. The Trust's ability to pay expenses primarily depended on receipt of royalty income. Devon had the ability, at its sole discretion and without obligation to do so, to advance funds to the
Trust to enable the Trust to pay expenses. The Trustee was authorized to borrow funds required to pay liabilities of the Trust, provided that any such borrowings were repaid in full prior to making
further distributions to Holders. As of September 30, 2007, there were no outstanding advances to the Trust from Devon.

Results of Operations

Royalty income is recorded by the Trust when received, generally during the quarter following the end of the quarter in which revenues
are received and costs and expenses are paid by Devon. Cash proceeds from the Royalty Properties may fluctuate from quarter to quarter due to the timing of receipts and payment of revenues and costs
and expenses as well as changes in prices and production volumes. The following table reflects pertinent information with respect to the cash proceeds from the Royalty Properties and the net
distributable cash of the Trust. The information presented with respect

9

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to
the third quarter of 2007 reflects revenues received and costs and expenses paid by Devon in the second quarter of 2007. On November 30, 2007, the Trust will make a cash distribution of
$3.0 million, or $0.46918 per Trust Unit, to unitholders of record on November 15, 2007.

Three Months Ended
September 30,

Nine Months Ended
September 30,Fourth
Quarter
20072007

2006

2007

2006(Restated)



(Restated)Volumes and PricesOil volumes (Bbls):Wasson ODC royalty


60,200


62,200


182,600


190,800


60,200Net profits royalties


29,164


29,401


90,118


87,790


38,379Gas volumes (Mcf):Net profits royalties


146,301


182,113


541,726


609,372


239,740Oil average prices ($/Bbl):Wasson ODC royalty

$
58.52

$
64.00

$
54.85

$
57.89

$
70.55Net profits royalty


49.53


53.23


51.85


53.55


55.42Gas average prices ($/Mcf):Net profits royalties


6.45


6.55


5.87


8.00


6.61Cash Proceeds and Distributable Cash (in thousands, except per unit data)Wasson ODC royalty:Sales

$
3,523

$
3,981

$
10,015

$
11,045

$
4,247Operating expenses


(177
)

(264
)

(572
)

(675
)

(210
)3,346


3,717


9,443


10,370


4,037Net profits royalty:Sales


2,397


2,764


7,883


9,599


3,708Proceeds from property sales


39


126


309


482


Operating expenses


(413
)

(769
)

(1,352
)

(543
)

(603
)Capital (expenditures) recoveries


(3
)

(143
)

(61
)

176


(821
)2,020


1,978


6,779


9,714


2,284Total royalties


5,366


5,695


16,222


20,084


6,321Administrative fee to Devon Energy Corporation


(81
)

(78
)

(241
)

(232
)

(81
)Overpayments made to Trust in error





461





7


Recoupment of past overpayments


(1,981
)




(3,873
)




(2,284
)Payment received


3,304


6,078


12,108


19,859


3,956Cash withheld for trust expenses


(300
)

(425
)

(1,025
)

(625
)

(1,020
)Distributable cash

$
3,004

$
5,653

$
11,083

$
19,234

$
2,936Distributable cash per unit

$
0.47686

$
0.89734

$
1.75930

$
3.05301

$
0.46603


Sales decreased $0.8 million from the third quarter of 2006 to the third quarter of 2007. Production on a barrels of oil equivalent ("Boe")
basis decreased approximately 8,000 Boe from the third quarter of 2006 to the third quarter of 2007, causing sales to decrease $0.4 million. This decrease in production was primarily the
result of natural production declines. Sales decreased $0.4 million due to a $4.95 per barrel decrease in the average price of oil from $60.54 per barrel in the third quarter of 2006 to $55.59
per barrel in the third quarter of 2007 and due to a $0.10 per Mcf decrease in the average gas price from $6.55 per Mcf in the third quarter of 2006 to $6.45 in the third quarter of 2007.

10

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Sales
decreased $2.8 million from the first nine months of 2006 to the first nine months of 2007. Sales decreased $1.9 million due to a $2.66 per barrel decrease in the
average price of oil from $56.52 per barrel during the first nine months of 2006 to $53.86 per barrel during the first nine months of 2007 and due to a $2.13 per Mcf decrease in average gas price from
$8.00 per Mcf during the first nine months of 2006 to $5.87 per Mcf during the first nine months of 2007. Production on a Boe basis decreased approximately 17,000 Boe from the first nine months
of 2006 to the first nine months of 2007, causing sales to decrease $0.9 million. This decrease in production was primarily the result of the sale of certain Net Profits Properties in the third
quarter of 2005 and natural production declines.

Sales
increased $2.0 million from the third quarter of 2007 to the fourth quarter of 2007. Sales increased $0.9 million primarily due to a $9.07 per barrel increase in the
average oil price from $55.59 per barrel in the third quarter of 2007 to $64.66 per barrel in the fourth quarter of 2007. Production on a Boe basis from the third quarter of 2007 to the fourth quarter
of 2007 increased approximately 25,000 Boe, causing sales to increase by $1.1 million.

Reported
in the third quarter of 2006 are sales by the Trust of interests in wells in Love County, Oklahoma for proceeds of $0.1 million, or $0.02000 per Trust Unit. Reported in
the second quarter of 2006 are sales by the Trust of interests in wells in Ward County, Texas for proceeds of $0.4 million, or $0.05643 per Trust Unit.

Operating
expenses decreased $0.4 million from the third quarter of 2006 to the third quarter of 2007. Operating expenses increased $0.7 million from the first nine months
of 2006 to the first nine months of 2007. This increase was primarily due to an out-of-period adjustment related to the Net Profits Royalties. In the second quarter of 2006,
Devon determined that in prior periods, it had overstated certain of the Trust's operating expenses in the calculations of the Net Profits Royalties. Accordingly, in the second quarter of 2006, Devon
remitted $1.3 million or $0.20973 per Trust Unit to the Trust to adjust for the prior periods' overstatement of expenses. Operating expenses increased $0.2 million from the third quarter
of 2007 to the fourth quarter of 2007.

Proceeds
from the Net Profits Royalties are net of capital expenditures with respect to the development of the Net Profits Properties. Capital expenditures (recoveries) were $3,000,
$143,000, $61,000,
$(176,000) and $821,000 for the third quarter of 2007, the third quarter of 2006, the nine months ended 2007, the nine months ended 2006 and the fourth quarter of 2007, respectively.

Overpayments of Previous Distributions and Subsequent Recoupments

In March 2007, in preparation for the Trust's sale of the Net Profits Royalties in conjunction with the liquidation of the Trust, Devon
began a review of its files relating to the Net Profits Royalties. As a result of this review, Devon identified a number of overpayments it had made to the Trust related to royalty interests that the
Trust did not actually own. Devon determined and the Trustee ultimately agreed that for the seven-year period ended December 31, 2006 the Trust had been overpaid by approximately
$10.6 million. The portion of this total overpayment that relates to 2006, 2005 and 2004 was $0.3 million, $3.0 million and $4.4 million, respectively.

Throughout
2007 Devon recouped approximately $7.7 million of the overpayments as allowed by the conveyances to the Trust.

Sale of Net Profits Royalties

On December 19, 2007, the Trustee announced that it had completed the sale of all of the Net Profits Royalties held by the Trust
to Amen Properties, Inc. and certain other purchasers. The

11

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aggregate
price for the assets sold was approximately $51.5 million, after making adjustments pursuant to the purchase agreement.

The
Trustee distributed the net proceeds of the sale (after deducting amounts necessary to pay all fees, expenses, liabilities and other obligations of the Trust, and after setting aside
any amounts the Trustee determined to hold in reserve, and subject to post-closing adjustments under the purchase agreement) on February 29, 2008 to unitholders of record at the
close of business on
February 14, 2008. The distribution was made concurrently with the Trust's distribution for the quarter ending December 31, 2007.

The
United States Treasury book-entry securities representing stripped-interest coupons held by the Trustee as Custodian matured on February 15, 2008. Unitholders of
record at the close of business on February 14, 2008 were entitled to receive the cash proceeds from the matured Treasury Obligations on deposit with the Custodian. The cash proceeds were
distributed as promptly as practicable on or after February 15, 2008.

The
Trust was liquidated on February 15, 2008. After that date the Trustee continued to act as trustee of the trust estate for purposes of distributing the trust estate and
winding up the affairs of the Trust.

The
Trustee instructed the Trust's transfer agent to stop transfer of the Trust's units immediately following the close of business on February 14, 2008 and requested that the New
York Stock Exchange delist the units at that time. The Trust's reporting obligations under the Securities Exchange Act of 1934, as amended, subsequently terminated.

Forward Looking Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations includes certain statements (other than
statements of historical fact) that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. When used herein, the words "anticipates," "expects," "believes," "intends" or "projects" and similar expressions are intended to identify forward-looking statements. It is important to note
that actual results could differ materially from those projected by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are
reasonable and such forward-looking statements are based upon the best data available at the time this report is filed with the Securities and Exchange Commission, no assurance can be given that such
expectations will prove correct. All such forward-looking statements in this document are expressly qualified in their entirety by the cautionary statements in this paragraph.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Disclosures About Market Risk

Not applicable.

Item 4.Controls and Procedures

(a)   Background

As a result of the issues described in the Trust's Annual Report on Form 10-K for the year ended December 31, 2006 (the "2006 Annual
Report") and in the Trust's prior Current Reports on Form 8-K regarding certain overpayments Devon made to the Trust and related issues regarding the Trust's ownership of certain
assets, the Trustee of the Trust concluded on May 1, 2007 that the Trust's

12

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previously-issued
financial statements should no longer be relied upon, as set forth in the Trust's Report on Form 8-K filed on May 3, 2007. The Trustee subsequently
determined to restate the Trust's financial statements for the years ended December 31, 2005 and 2004 to identify
overpayments made to the Trust. The restated financial statements are included in the Trust's 2006 Annual Report. The adjustments made as a result of the restatement are more fully discussed in
Note 8 of the Notes to the Financial Statements of Santa Fe Energy Trust for the year ended December 31, 2006 and in Part IIItem 7"Management's
Discussion and Analysis of Financial Condition and Results of Operations" included in the Trust's Annual Report.

As
a result of the restatement and the issues leading to the restatement, the Trustee has identified deficiencies in the Trust's internal control over financial reporting that led to the
failure to prevent or detect the errors which led to the restatement. The Trustee has concluded that the control deficiencies represented a material weakness in the Trust's internal control over
financial reporting. These matters are discussed more fully below.

(b)   Disclosure Controls and Procedures

The Trust maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Trust in the reports that it files or
submits under the Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations. Disclosure controls and
procedures include controls and procedures designed to ensure that information required to be disclosed by the Trust is accumulated and communicated by Devon to The Bank of New York Mellon Trust
Company, N.A., as Trustee of the Trust, and its employees who participate in the preparation of the Trust's periodic reports as appropriate to allow timely decisions regarding required disclosure.

As
of the end of the period covered by this report, the Trustee carried out an evaluation of the Trust's disclosure controls and procedures. Based upon that evaluation and the
restatement of the Trust's financial statements as described above, which arose from the material weakness in internal control over financial reporting described herein, Mike Ulrich, as Trust Officer
of the Trustee, has concluded that the Trust's disclosure controls and procedures were not effective as of September 30, 2007. However, based on the additional procedures performed by Devon and
the independent consultants retained by Devon during 2007, and the additional procedures performed by the independent oil and gas auditing firm retained by the Trustee to review the work performed by
Devon and its consultants, the Trustee believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the financial
position and results of operations and cash flows of the Trust as of the dates, and for the periods presented in accordance with generally accepted accounting principles.

Due
to the contractual arrangements of (i) the Trust Agreement and (ii) Devon's conveyances of the Royalty Interests to the Trust regarding information furnished by the
working interest owners, the Trustee historically relied on (i) information provided by Devon and the working interest owners, including all information relating to the Royalty Properties
burdened by the Royalty Interests, such as operating data, data regarding operating and capital expenditures, geological data relating to reserves, information regarding environmental and other
conditions relating to the Royalty Properties, liabilities and potential liabilities potentially affecting the revenues to the Trust's interest, the effects of regulatory changes and of the compliance
of the operators of the Royalty Properties with applicable laws, rules and regulations, the number of producing wells and acreage, and plans for future operating and capital expenditures, and
(ii) conclusions of independent reserve engineers regarding reserves. The conclusions

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of
the independent reserve engineers are based on information received from Devon and the working interest owners.

Prior
to 2007, the Trustee reviewed the quarterly information provided to the Trustee by Devon, as well as the annual information provided to the Trustee by the Trust's independent
reserve engineers regarding reserves, and discussed the information as it deemed appropriate with representatives of Devon and the engineers. However, prior to 2007, as previously disclosed, the
Trustee ultimately relied on the information provided and did not have controls or procedures in place to verify certain of the accuracy of the information Devon provided to the Trustee or that Devon
provided to the engineers. Specifically, the Trustee did not have internal controls or procedures in place to verify that the information Devon furnished to the Trust's independent petroleum engineers
was accurate or that the quarterly payments Devon made to the Trust under the Conveyances to the Trust were complete and related to specific properties in which the Trust held an interest.

(c)   Changes in Internal Control Over Financial Reporting.

During 2007 (including the period covered by this report) there were changes in the Trust's internal control over financial reporting that materially affected the
Trust's internal control over financial reporting. As a result of the material weakness described in the 2006 Annual Report, in addition to committing internal resources to the review, Devon retained
independent oil and gas title consultants from two consulting firms, which reviewed Devon's title files relating to the Trust, to determine whether Devon had actually included interests not owned by
the Trust in the reports previously sent to the Trustee and to the Trust's independent petroleum engineers, and whether it had actually overpaid the Trust. In addition, the Trustee retained outside
consultants to review the work being performed by Devon and its outside consultants. In the opinion of the Trustee, the reviews conducted by Devon and the consulting firms it retained and the review
conducted by the consulting firm retained by the
Trustee, materially affected the Trust's internal control over financial reporting during 2007, including the period covered by this report.

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PART II  OTHER INFORMATION

Item 1.Legal Proceedings.

None.

Item 1A.Risk Factors.

Risk factors for the Trust prior to its liquidation are included in Item 1A. "Risk Factors" in the Trust's 2006 Annual Report on
Form 10-K. The Trust liquidated in early 2008.

Item 6.Exhibits

SEC File or
Registration Number

Exhibit
Number3
(a)*
Form of Trust Agreement of Santa Fe Energy Trust


33-51760


3.14
(a)*
Form of Custodial Deposit Agreement


33-51760


4.24
(b)*
Form of Secure Principal Energy Receipt (included as Exhibit A to Exhibit 4(a))


33-51760


4.110
(a)*
Form of Net Profits Conveyance (Multi-State)


33-51760


10.110
(b)*
Form of Wasson Conveyance


33-51760


10.210
(c)*
Form of Louisiana Mortgage


33-51760


10.331

Certification required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.32

Certification required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 21st day of May 2010.

SANTA FE ENERGY TRUST(Registrant)By

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEEBy

/s/ MIKE ULRICH Mike Ulrich Vice President


The Registrant, Santa Fe Energy Trust, has no principal or chief executive officer, principal or chief financial officer, controller or principal accounting
officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available and none have been provided.

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