UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarterly Period ended September 30, 2008
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 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)
 
 
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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PERMIAN BASIN ROYALTY TRUST
 PART I  FINANCIAL INFORMATION
 Item 1. Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
       
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PERMIAN BASIN ROYALTY TRUST
 CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
 September 30,2008
    
    
    December 31,(Unaudited)
    
    
    2007ASSETSCash and short-term investments
    
    $
    11,500,938
    
    
    $
    8,173,207Net overriding royalty interests in
producing oil and gas properties (net
of accumulated amortization of
$9,777,015 and $9,681,281 at
September 30, 2008 and December 31,
2007, respectively)
    
    
    1,198,202
    
    
    
    1,293,935TOTAL ASSETS
    
    $
    12,699,140
    
    
    $
    9,467,142LIABILITIES AND TRUST CORPUSDistribution payable to Unit holders
    
    $
    11,500,938
    
    
    $
    8,173,207Commitments and contingenciesTrust corpus - 46,608,796 Units of
beneficial interest authorized and
outstanding
    
    
    1,198,202
    
    
    
    1,293,935TOTAL LIABILITIES AND TRUST CORPUS
    
    $
    12,699,140
    
    
    $
    9,467,142
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PERMIAN BASIN ROYALTY TRUST
 CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
 THREE MONTHS ENDED
    
    
    NINE MONTHS ENDEDSeptember 30
    
    
    September 302008
    
    
    2007
    
    
    2008
    
    
    2007Royalty income
    
    $
    35,552,084
    
    
    $
    18,000,323
    
    
    $
    89,237,008
    
    
    $
    45,320,284Interest income
    
    
    20,118
    
    
    
    28,609
    
    
    
    75,332
    
    
    
    86,60235,572,202
    
    
    
    18,028,932
    
    
    
    89,312,340
    
    
    
    45,406,886General and administrative expenditures
    
    
    (134,748
    )
    
    
    (99,342
    )
    
    
    (848,993
    )
    
    
    (743,962
    )Distributable income
    
    $
    35,437,454
    
    
    $
    17,929,590
    
    
    $
    88,463,347
    
    
    $
    44,662,924Distributable income per Unit (46,608,796
Units)
    
    $
    .76
    
    
    $
    .38
    
    
    $
    1.90
    
    
    $
    .96
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PERMIAN BASIN ROYALTY TRUST
 CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
 NINE MONTHS ENDEDSeptember 302008
    
    
    2007Trust corpus, beginning of period
    
    $
    1,293,935
    
    
    $
    1,439,214Amortization of net overriding royalty interests
    
    
    (95,733
    )
    
    
    (103,408
    )Distributable income
    
    
    88,463,347
    
    
    
    44,662,924Distributions declared
    
    
    (88,463,347
    )
    
    
    (44,662,924
    )Total Trust Corpus, end of period
    
    $
    1,198,202
    
    
    $
    1,335,806Distributions per unit
    
    $
    1.90
    
    
    $
    .96
  6




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PERMIAN BASIN ROYALTY TRUST
 NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    
    BASIS OF ACCOUNTINGThe Permian Basin Royalty Trust (Trust) was established as of November 1, 1980. The net
overriding royalties conveyed to the Trust include: (1) a 75% net overriding royalty carved
out of Southland Royalty Companys fee mineral interests in the Waddell Ranch in Crane
County, Texas (the Waddell Ranch properties); and (2) a 95% net overriding royalty carved
out of Southland Royalty Companys major producing royalty interests in Texas (the Texas
Royalty properties). The net overriding royalty for the Texas Royalty properties is
subject to the provisions of the lease agreements under which such royalties were created.
The financial statements of the Trust are prepared on the following basis:
 
    
    Royalty income recorded for a month is the amount computed and paid to Bank of
America, N.A. (Trustee) as Trustee for the Trust by the interest owners: Burlington
Resources Oil & Gas Company LP (BROG), a subsidiary of ConocoPhillips for the Waddell
Ranch properties and Riverhill Energy Corporation (Riverhill Energy), formerly a
wholly owned subsidiary of Riverhill Capital Corporation (Riverhill Capital) and
formerly an affiliate of Coastal Management Corporation (CMC), for the Texas Royalty
properties. Schlumberger Technology Corporation (STC) currently conducts all field,
technical and accounting operations on behalf of BROG with regard to the Waddell Ranch
properties. Riverhill Energy currently conducts the accounting operations for the
Texas Royalty properties. Royalty income consists of the amounts received by the owners
of the interests burdened by the net overriding royalty interests (Royalties) from
the sale of production less accrued production costs, development and drilling costs,
applicable taxes, operating charges, and other costs and deductions multiplied by 75%
in the case of the Waddell Ranch properties and 95% in the case of the Texas Royalty
properties.As was previously reported, in February 1997, BROG sold its interest in the Texas
Royalty properties to Riverhill Energy.The Trustee has been advised that in the first quarter of 1998, STC acquired all of
the shares of stock of Riverhill Capital. Prior to such acquisition by STC, CMC and
Riverhill Energy were wholly-owned subsidiaries of Riverhill Capital. The Trustee
has further been advised that in connection with STCs acquisition of Riverhill
Capital, the shareholders of Riverhill Capital acquired ownership of
all of the shares of stock of Riverhill Energy. Thus, the ownership in the Texas Royalty
properties referenced above remained in Riverhill Energy, the stock ownership of
which was acquired by the former shareholders of Riverhill Capital.In 2007 the Bank of America private wealth management group officially became known
as U.S. Trust, Bank of America Private Wealth Management. The legal entity that
serves as Trustee of the Trust did not change, and references in this Form 10-Q to U.S. Trust, Bank of America Private Wealth Management shall describe
the legal entity Bank of America, N.A.
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
    
    Trust expenses recorded are based on liabilities paid and cash reserves established
out of cash received or borrowed funds for liabilities and contingencies.
    
    Distributions to Unit holders are recorded when declared by the Trustee.
    
    Royalty income is computed separately for each of the conveyances under which the
Royalties were conveyed to the Trust. If monthly costs exceed revenues for any
conveyance (excess costs), such excess cannot reduce royalty income from other
conveyances, but is carried forward with accrued interest to be recovered from future
net proceeds of that conveyance.
 The financial statements of the Trust differ from financial statements prepared in
accordance with accounting principles generally accepted in the United States of America
(GAAP) because revenues are not accrued in the month of production and certain cash
reserves may be established for contingencies which would not be accrued in financial
statements. Amortization of the Royalties calculated on a unit-of-production basis is
charged directly to trust corpus. This comprehensive basis of accounting other than GAAP
corresponds to the accounting permitted for royalty trusts by the U.S. Securities and
Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial
Statements of Royalty Trusts.
 New Accounting Pronouncements
 In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments  an amendment of FASB Statements No. 133 Accounting for Derivative Instruments
and No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This statement resolves issues addressed in Statement 133 Implementation
Issue No. D1, Application of Statement 133 to Beneficial interests in Securitized Financial
Assets. This statement is effective for all financial instruments acquired or issued after
the beginning of an entitys first fiscal year that begins after September 15, 2006. The
Trust has no financial instruments and accordingly, the adoption of this new Standard did
not impact the financial statements of the Trust.In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets 
an amendment of FASB Statements No. 140 Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities. This statement requires an entity to recognize a
servicing asset or servicing liability each time it undertakes an obligation to service a
financial asset by entering into a servicing contract in certain situations. This statement
is effective as of the beginning of an entitys first fiscal year that begins after
September 15, 2006. The adoption of this statement did not have an effect on the Trusts
financial statements.In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes
recognized in the financial statements in accordance with SFAS No. 109,
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Accounting for Income Taxes. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The adoption of this statement did not have an effect on the Trusts
financial statements.In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. This
statement is effective for financial statements issued for fiscal years beginning after
November 15, 2007. The adoption of this statement did not have an effect on the Trusts
financial statements.In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities-Including an amendment of FASB Statement No. 115. This statement
permits entities to choose to measure many financial instruments and certain other items at
fair value. This statement is effective as of the beginning of an entitys first fiscal year
that begins after November 15, 2007. The adoption of this statement did not have an effect
on the Trusts financial statements.In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. This statement
requires the acquiring entity in a business combination to recognize the full fair value of
assets acquired and liabilities assumed in the transaction (whether a full or partial
acquisition); establishes the acquisition-date fair value as the measurement objective for
all assets acquired and liabilities assumed; requires expensing of most transaction and
restructuring costs; and requires the acquirer to disclose to investors and other users all
of the information needed to evaluate and understand the nature and financial effect of the
business combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after January 1, 2009. The Trustee does not believe that
the adoption of this statement will have a material effect on the Trusts financial
statements.In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements  an amendment of Accounting Research Bulletin No. 51. This statement
requires reporting entities to present noncontrolling (minority) interests as equity (as
opposed to as a liability or mezzanine equity) and provides guidance on the accounting for
transactions between an entity and noncontrolling interests. This statement applies
prospectively as of January 1, 2009, except for the presentation and disclosure requirements
which will be applied retrospectively for all periods presented. The Trustee does not
believe that the adoption of this statement will have a material effect on the Trusts
financial statements.In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133(SFAS No. 161),
effective for fiscal years and interim periods beginning after November 15, 2008, with early
adoption allowed. SFAS No. 161 amends and expands the disclosure requirements of SFAS
No. 133 with the intent to provide users of financial statements with an enhanced
understanding of an entitys use of derivative instruments and the effect of those
derivative instruments on an entitys financial statements. The
Trustee does not believe that the adoption of this statement will have a material effect on the Trusts
financial statements.
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In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles.This statement identifies the sources of accounting principles and
the framework for selecting the principles used in the preparation of financial statements
in conformity with GAAP, and is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. The Trustee
does not believe that the adoption of this statement will have a material effect on the
Trusts financial statements.In May 2008, the FASB issued No. 163, Accounting for Financial Guarantee Insurance
Contractsan interpretation of FASB Statement No. 60. This statement clarifies how SFAS 60
applies to financial guarantee insurance contracts issued by insurance enterprises,
including the methodology to account for premium revenue and claim liabilities. The
statement is effective for financial statements issued for fiscal years beginning after
December 15, 2008. The Trustee does not believe that the adoption of this statement will
have a material effect on the Trusts financial statements.2.
    
    FEDERAL INCOME TAXESFor Federal income tax purposes, the Trust constitutes a fixed investment trust which is
taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. The
Unit holders are considered to own the Trusts income and principal as though no trust were
in existence. The income of the Trust is deemed to have been received or accrued by each
Unit holder at the time such income is received or accrued by the Trust and not when
distributed by the Trust.The Royalties constitute economic interests in oil and gas properties for Federal income
tax purposes. Unit holders must report their share of the revenues from the Royalties as
ordinary income from oil and gas royalties and are entitled to claim depletion with respect
to such income.The Trust has on file technical advice memoranda confirming the tax treatment described
above.The classification of the Trusts income for purposes of the passive loss rules may be
important to a Unit holder. Royalty income generally is treated as portfolio income and
does not offset passive losses.Some Trust Units are held by middlemen, as such term is broadly defined in U.S. Treasury
Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an
interest for a custodian in street name). Therefore, the Trustee considers the Trust to be
a widely held fixed investment trust (WHFIT) for U.S. Federal income tax purposes. U.S.
Trust, Bank of America Private Wealth Management, 901 Main Street, 17th Floor, Dallas, Texas
75202, telephone number (214) 209-2400, is the representative of the Trust that will provide
tax information in accordance with
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applicable U.S. Treasury Regulations governing the information reporting requirements of the
Trust as a WHFIT. Notwithstanding the foregoing, the middlemen holding Trust Units on
behalf of Unit holders, and not the Trustee of the Trust, are solely responsible for
complying with the information reporting requirements under the Treasury Regulations with
respect to such Trust Units, including the issuance of IRS Forms 1099 and certain written
tax statements. Unit holders whose Trust Units are held by middlemen should consult with
such middlemen regarding the information that will be reported to them by the middlemen with
respect to the Trust Units.Unit holders should consult their tax advisors regarding Trust tax compliance matters.3.
    
    STATE TAX CONSIDERATIONSAll revenues from the Trust are from sources within Texas, which has no individual income
tax. However, effective January 1, 2008, Texas imposes a margin tax at a rate of 1% on
gross revenues less certain deductions as specifically set forth in the Texas margin tax
statute. The tax generally will be imposed on gross revenues generated in 2007 and
thereafter. Entities subject to tax generally include trusts unless otherwise exempt and
most other types of entities that provide limited liability protection. Trusts that meet
certain statutory requirements are generally exempt from the margin tax as passive
entities. The Trust should be exempt from margin tax as a passive entity. Accordingly,
each Unit holder that is a business entity subject to the margin tax will generally include
its share of the Trusts revenues in its own margin tax computation. The source of such
income to a Unit holder would be Texas since the Trusts day-to-day operations are conducted
in Texas.Each Unit holder is urged to consult his own tax advisor regarding the requirements for
filing state tax returns.4.
    
    SUBSEQUENT EVENTSSubsequent to September 30, 2008, the Trust declared a distribution on October 21, 2008 of
$.230874 per unit payable on November 17, 2008, to Unit holders of record on October 31,
2008.
 Item 2. Trustees Discussion and Analysis
 Forward Looking Information
  11




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Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007
    12




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Third Quarter2008
    
    2007Royalties:Oil sales (Bbls)
    
    
    189,184
    
    
    
    188,507Gas sales (Mcf)
    
    
    955,832
    
    
    
    901,602Product Sales From Which The Royalties Were Carved:Oil:Total oil sales (Bbls)
    
    
    265,967
    
    
    
    294,548Average per day (Bbls)
    
    
    2,891
    
    
    
    3,202Average price per Bbl
    
    $
    104.07
    
    
    $
    61.78Gas:Total gas sales (Mcf)
    
    
    1,475,516
    
    
    
    1,611,556Average per day (Mcf)
    
    
    16,038
    
    
    
    17,517Average price per Mcf
    
    $
    11.06
    
    
    $
    8.02
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Nine Months Ended September 30, 2008 and 2007
    First Nine Months2008
    
    2007Royalties:Oil sales (Bbls)
    
    
    588,229
    
    
    
    524,564Gas sales (Mcf)
    
    
    2,921,475
    
    
    
    2,411,577Properties From Which The Royalties Were Carved:Oil:Total oil sales (Bbls)
    
    
    823,874
    
    
    
    881,724Average per day (Bbls)
    
    
    3,007
    
    
    
    3,230Average price per Bbl
    
    $
    104.07
    
    
    $
    56.41Gas:Total gas sales (Mcf)
    
    
    4,488,904
    
    
    
    4,763,647Average per day (Mcf)
    
    
    16,383
    
    
    
    17,449Average price per Mcf
    
    $
    11.06
    
    
    $
    7.31
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Calculation of Royalty Income
  THREE MONTHS ENDED SEPTEMBER 30,2008
    
    
    2007WADDELL
    
    
    TEXAS
    
    
    WADDELL
    
    
    TEXASRANCH
    
    
    ROYALTY
    
    
    RANCH
    
    
    ROYALTYPROPERTIES
    
    
    PROPERTIES
    
    
    PROPERTIES
    
    
    PROPERTIESGross proceeds of sales from the Underlying PropertiesOil proceeds
    
    $
    23,642,563
    
    
    $
    10,349,023
    
    
    $
    12,973,597
    
    
    $
    5,222,568Gas proceeds
    
    
    17,463,110
    
    
    
    2,570,597
    
    
    
    11,539,620
    
    
    
    1,386,647
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THREE MONTHS ENDED SEPTEMBER 30,2008
    
    
    2007WADDELL
    
    
    TEXAS
    
    
    WADDELL
    
    
    TEXASRANCH
    
    
    ROYALTY
    
    
    RANCH
    
    
    ROYALTYPROPERTIES
    
    
    PROPERTIES
    
    
    PROPERTIES
    
    
    PROPERTIESTotal
    
    
    41,105,673
    
    
    
    12,919,620
    
    
    
    24,513,217
    
    
    
    6,609,215Less:Severance tax:Oil
    
    
    1,006,313
    
    
    
    386,307
    
    
    
    563,061
    
    
    
    198,641Gas
    
    
    1,061,080
    
    
    
    162,598
    
    
    
    859,692
    
    
    
    90,839Lease operating expense and property tax:Oil and gas
    
    
    4,243,815
    
    
    
    330,000
    
    
    
    3,740,591
    
    
    
    330,000Capital expenditures
    
    
    2,643,259
    
    
    
    
    
    
    
    2,936,440Total
    
    
    8,954,467
    
    
    
    878,905
    
    
    
    8,099,784
    
    
    
    619,480Net profits
    
    
    32,151,206
    
    
    
    12,040,715
    
    
    
    16,413,433
    
    
    
    5,989,735Net overriding royalty interests
    
    
    75
    %
    
    
    95
    %
    
    
    75
    %
    
    
    95
    %Royalty income
    
    $
    24,113,405
    
    
    $
    11,438,679
    
    
    $
    12,310,075
    
    
    $
    5,690,248
 Critical Accounting Policies and Estimates
  Basis of Accounting
  
    
    Royalty income and interest income are recorded in the period in which amounts are
received by the Trust rather than in the period of production and accrual, respectively.
    
    General and administrative expenses recorded are based on liabilities paid and cash
reserves established out of cash received.
    
    Amortization of the royalty interests is calculated on a unit-of-production basis and
charged directly to trust corpus when revenues are received.
    
    Distributions to Unit holders are recorded when declared by the Trustee (see Note 1 to
the Financial Statements).
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New Accounting Pronouncements
 Accounting for Certain Hybrid Financial
Instruments  an amendment of FASB Statements No. 133 Accounting for Derivative Instruments and
No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities
 Accounting for Servicing of Financial Assets  an
amendment of FASB Statements No. 140 Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
 Accounting for Uncertainty in
Income Taxes Accounting for Income Taxes
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities-Including an amendment of FASB Statement No. 115
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Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of Accounting Research Bulletin No. 51
 Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133
 The Hierarchy of Generally Accepted Accounting
Principles. The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles
 Accounting for Financial Guarantee Insurance Contractsan
interpretation of FASB Statement No. 60
 18




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Revenue Recognition
  Reserve Disclosure
  Contingencies
  Use of Estimates
  Item 3. Qualitative and Quantitative Disclosures About Market Risk
  Item 4. Controls and Procedures
  19




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20




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PART II  OTHER INFORMATION
 Items 1 through 5.
  Item 6. Exhibits
 4.1
    
    Permian Basin Royalty Trust Indenture dated November 3, 1980,
between Southland Royalty Company (now Burlington Resources Oil & Gas Company
LP) 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.4.2
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty Trust)
from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP)
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.4.3
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty Trust
  Waddell Ranch) from Southland Royalty Company (now Burlington Resources Oil &
Gas Company LP) 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.10.1
    
    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.10.2
    
    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.
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10.3
    
    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.10.4
    
    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.31.1
    
    Certification by Ron E. Hooper, Senior Vice President and Trust
Administrator of Bank of America, Trustee of Permian Basin Royalty Trust, dated
November 7, 2008 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certificate by Bank of America, Trustee of Permian Basin
Royalty Trust, dated November 7,
2008 and submitted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350).
 22




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SIGNATURES
  BANK OF AMERICA, N.A.,TRUSTEE FOR THEPERMIAN BASIN ROYALTY TRUSTBy:
    
    /s/ RON E. HOOPERRon E. Hooper,Senior Vice President and Trust AdministratorBank of America, N.A.
   23




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit4.1
    
    Permian Basin Royalty Trust Indenture dated November 3,
1980, between Southland Royalty Company (now Burlington
Resources Oil & Gas Company LP) 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.*4.2
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust) from Southland Royalty Company (now Burlington
Resources Oil & Gas Company LP) 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.*4.3
    
    Net Overriding Royalty Conveyance (Permian Basin Royalty
Trust  Waddell Ranch) from Southland Royalty Company (now
Burlington Resources Oil & Gas Company LP) 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.*10.1
    
    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.10.2
    
    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.10.3
    
    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.
 24




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##### 



ExhibitNumber
    
    Exhibit10.4
    
    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.31.1
    
    Certification by Ron E. Hooper, Senior Vice President and
Trust Administrator of Bank of America, Trustee of Permian
Basin Royalty Trust, dated November 7, 2008 and
submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certificate by Bank of America, Trustee of Permian Basin
Royalty Trust, dated November 7, 2008 and submitted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350).
 
 *
    
    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, 901 Main Street, Dallas, Texas 75202. 25