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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2003
or

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|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 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      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)

TexasBank, Trust Department
2525 Ridgmar Boulevard, Suite 100
Fort Worth, Texas 76116
(Address of principal executive offices)
(Zip Code)

Telephone Number: (866) 809-4553
(Registrants telephone number, including area code)

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  x  No  o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes  x  No  o

Number of Units of beneficial interest outstanding at November 13, 2003:
46,608,796





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TABLE OF CONTENTS



|                                               |                                                                                           |  |  |  |  |  |  | 
|---------------------------------------------- | ----------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION                  
|                                               | Item 1. Financial Statements                                                             
|                                               | Item 2.Trustees Discussion and Analysis of Financial Condition and Results of Operations
|                                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                       
|                                               | Item 4. Controls and Procedures                                                          
|PART II OTHER INFORMATION                     
|                                               | Item 1. Legal Proceedings                                                                
|                                               | Item 6. Exhibits and Reports on Form 8-K                                                 
|SIGNATURES                                    
|INDEX TO EXHIBITS                             
|EX-31 Certification Required by Rule 13a-14(a)
|EX-32 Certification Required by Rule 13a-14(b)



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SAN JUAN BASIN ROYALTY TRUST




PART I
FINANCIAL INFORMATION




Item 1. Financial Statements.

The condensed financial statements included herein have been prepared by
the independent accountants for the San Juan Basin Royalty Trust (the Trust),
at the request of TexasBank, the Trustee of the Trust, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. In
accordance with Securities and Exchange Commission Staff Accounting Bulletin
No. 47, released September 16, 1982, the Trust continues to prepare its
financial statements in a manner that differs from accounting principals
generally accepted in the United States of America (GAAP); such presentation
is customary to other royalty trusts. Certain information and footnote
disclosures normally included in annual financial statements have been
condensed or omitted pursuant to Rule 10-01 of Regulation S-X promulgated under
the Securities and Exchange Act of 1934, although the Trustee believes that the
disclosures are adequate to make the information presented not misleading.
These condensed financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Trusts annual
report on Form 10-K/A for the year ended December 31, 2002. In the opinion of
the Trustee, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the assets, liabilities and trust corpus of the San
Juan Basin Royalty Trust at September 30, 2003, and the distributable income
and changes in trust corpus for the three-month periods and nine-month periods
ended September 30, 2003 and 2002 have been included. The distributable income
for such interim periods is not necessarily indicative of the distributable
income for the full year.

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SAN JUAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

|                                                                                                                                                                                                |  |               |            |              |  |   |            | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | ------------ |  | - | ---------- | 
|                                                                                                                                                                                                |  | September 30, |            | December 31,
|                                                                                                                                                                                                |  | 2003          |            | 2002        
|                                                                                                                                                                                                |  |               |            |             
|                                                                                                                                                                                                |  | (Unaudited)   |            |              |  |  
|ASSETS                                                                                                                                                                                          |  |               |            |              |  |   |            | 
|Cash and short-term investments                                                                                                                                                                 |  | $             | 9,059,373  |              |  | $ | 4,274,790  | 
|Net overriding royalty interest in producing
oil and gas properties (net of accumulated
amortization of $102,529,118 and $99,577,622
at September 30, 2003 and December 31, 2002, respectively) |  |               | 30,746,410 |              |  |   | 33,697,906 | 
|                                                                                                                                                                                                |  |               |            |              |  |   |            | 
|                                                                                                                                                                                                |  | $             | 39,805,783 |              |  | $ | 37,972,696 | 
|                                                                                                                                                                                                |  |               |            |              |  |   |            | 
|LIABILITIES AND TRUST CORPUS                                                                                                                                                                    |  |               |            |              |  |   |            | 
|Distribution payable to Unit Holders                                                                                                                                                            |  | $             | 8,944,515  |              |  | $ | 4,159,932  | 
|Cash reserves                                                                                                                                                                                   |  |               | 114,858    |              |  |   | 114,858    | 
|Trust corpus - 46,608,796 Units of beneficial
interest authorized and outstanding                                                                                                               |  |               | 30,746,410 |              |  |   | 33,697,906 | 
|                                                                                                                                                                                                |  |               |            |              |  |   |            | 
|                                                                                                                                                                                                |  | $             | 39,805,783 |              |  | $ | 37,972,696 | 
|                                                                                                                                                                                                |  |               |            |              |  |   |            | 

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)

|                                                 |  |                    |            |                   |  |      |            |      |  |   |            |  |  |   |            | 
|------------------------------------------------ |  | ------------------ | ---------- | ----------------- |  | ---- | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | 
|                                                 |  | Three Months Ended |            | Nine Months Ended
|                                                 |  | September 30,      |            | September 30,    
|                                                 |  |                    |            |                  
|                                                 |  | 2003               |            | 2002              |  | 2003 |            | 2002
|Royalty income                                   |  | $                  | 24,332,317 |                   |  | $    | 12,549,272 |      |  | $ | 70,294,774 |  |  | $ | 26,034,196 | 
|Interest income                                  |  |                    | 9,359      |                   |  |      | 6,560      |      |  |   | 32,613     |  |  |   | 9,410      | 
|Decrease in cash reserves                        |  |                    |           |                   |  |      |           |      |  |   |           |  |  |   | 76,762     | 
|                                                 |  |                    |            |                   |  |      |            |      |  |   |            |  |  |   |            | 
|                                                 |  |                    | 24,341,676 |                   |  |      | 12,555,832 |      |  |   | 70,327,387 |  |  |   | 26,120,368 | 
|General and
administrative
expenditures          |  |                    | 520,244    |                   |  |      | 259,497    |      |  |   | 1,389,073  |  |  |   | 1,282,218  | 
|                                                 |  |                    |            |                   |  |      |            |      |  |   |            |  |  |   |            | 
|Distributable income                             |  | $                  | 23,821,432 |                   |  | $    | 12,296,335 |      |  | $ | 68,938,314 |  |  | $ | 24,838,150 | 
|                                                 |  |                    |            |                   |  |      |            |      |  |   |            |  |  |   |            | 
|Distributable income per
Unit (46,608,796 Units) |  | $                  | .511093    |                   |  | $    | .263820    |      |  | $ | 1.479085   |  |  | $ | .532907    | 
|                                                 |  |                    |            |                   |  |      |            |      |  |   |            |  |  |   |            | 

The accompanying notes to condensed financial statements are an integral part
of these statements.

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SAN JUAN BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)

|                                                |  |                    |             |                   |  |      |             |      |  |   |             |   |  |   |             |  
|----------------------------------------------- |  | ------------------ | ----------- | ----------------- |  | ---- | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                |  | Three Months Ended |             | Nine Months Ended
|                                                |  | September 30,      |             | September 30,    
|                                                |  |                    |             |                  
|                                                |  | 2003               |             | 2002              |  | 2003 |             | 2002
|Trust corpus, beginning of period               |  | $                  | 31,722,360  |                   |  | $    | 36,354,315  |      |  | $ | 33,697,906  |   |  | $ | 37,859,749  |  
|Amortization of net overriding
royalty interest |  |                    | (975,950    | )                 |  |      | (1,462,771  | )    |  |   | (2,951,496  | ) |  |   | (2,968,205  | )
|Distributable income                            |  |                    | 23,821,432  |                   |  |      | 12,296,335  |      |  |   | 68,938,314  |   |  |   | 24,838,150  |  
|Distributions declared                          |  |                    | (23,821,432 | )                 |  |      | (12,296,335 | )    |  |   | (68,938,314 | ) |  |   | (24,838,150 | )
|                                                |  |                    |             |                   |  |      |             |      |  |   |             |   |  |   |             |  
|Total corpus, end of period                     |  | $                  | 30,746,410  |                   |  | $    | 34,891,544  |      |  | $ | 30,746,410  |   |  | $ | 34,891,544  |  
|                                                |  |                    |             |                   |  |      |             |      |  |   |             |   |  |   |             |  

The accompanying notes to condensed financial statements are an integral part
of these statements.

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SAN JUAN BASIN ROYALTY TRUST

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



|1. |  | BASIS OF ACCOUNTING                                                                                                                                
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The San Juan Basin Royalty Trust was established as of November 1, 1980.
The financial statements of the Trust are prepared on the following basis:



| |  |  | Royalty income recorded for a month is the amount computed and
paid by the working interest owner, Burlington Resources Oil & Gas
Company LP (BROG), to the Trustee for the Trust. Royalty income
consists of the amounts received by the owner of the interest
burdened by the net overriding royalty interest (Royalty) 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%.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Trust expenses recorded are based on liabilities paid and cash
reserves established from Royalty income for liabilities and
contingencies.                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |  | Distributions to Unit Holders are recorded when declared by the
Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  |  | The conveyance which transferred the overriding royalty
interest to the Trust provides that any excess of production costs
over gross proceeds must be recovered from future net profits.                                                                                                                                                                                                                                                                                                                       



|   |  | The financial statements of the Trust differ from financial statements
prepared in accordance with GAAP because revenues are not accrued in the
month of production; certain cash reserves may be established for
contingencies which would not be accrued in financial statements prepared
in accordance with GAAP; and amortization of the Royalty calculated on a
unit-of-production basis is charged directly to trust corpus instead of as
an expense. The basis of accounting used by the Trust is widely used by
royalty trusts for financial reporting purposes and presents the revenues
and expenditures that are actually distributed to the Unit Holders.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | FEDERAL INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | For 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
rather than when distributed by the Trust.                                                                                                                                                                             
|  
|   |  | The Royalty constitutes an economic interest in oil and gas properties
for federal income tax purposes. Unit Holders must report their share of
the revenues of the Trust as ordinary income from oil and gas royalties
and are entitled to claim depletion with respect to such income. The
Royalty is treated as a single property for depletion purposes.                                                                                                                                                                                                                                                                                                       
|  
|   |  | The Trust has on file technical advice memoranda confirming the tax
treatment described above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | The Trust began receiving royalty income from coal seam gas wells
beginning in 1989. Under Section 29 of the Internal Revenue Code, coal
seam gas production from wells drilled prior to                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|   |  | January 1, 1993 (including certain wells recompleted in coal seam
formations thereafter), generally qualified for the federal income tax
credit for producing non-conventional fuels if such production and the
sale thereof occurred before January 1, 2003. For 2002, this tax credit
was approximately $1.09 per MMBtu. The Trust also receives production
from wells producing from a tight sands formation, which likewise
generally qualified for the federal income tax credit for producing
non-conventional fuels if such production and the sale thereof occurred
before January 1, 2003, and certain other conditions are met. Unlike the
credit for coal seam gas, the credit for tight formation gas was not
adjusted for inflation, therefore the credit remained fixed at .517241 per
MMBtu. For qualifying production of the Trust sold before January 1,
2003, each Unit Holder must determine from the tax information the Unit
Holder receives from the Trust, its pro rata share of such production
based upon the number of Units owned during each month of the year and the
amount of available credit per MMBtu for the year, and then apply the tax
credit against the Unit Holders own income tax liability, but such credit
may not reduce the Unit Holders regular tax liability (after the foreign
tax credit and certain other nonrefundable credits) below its tentative
minimum tax. Section 29 also provides that any amount of Section 29
credit disallowed for the tax year solely because of this limitation will
increase a taxpayers credit for prior year minimum tax liability, which
may be carried forward indefinitely as a credit against the taxpayers
regular tax liability, subject, however, to the limitations described in
the preceding sentence. There is no provision for the carryback or
carryforward of the Section 29 credit in any other circumstances.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Unless new legislation is passed extending the Section 29 credit on
existing eligible production, or allowing for a credit on eligible new
production, for which some portion of the Trusts production could
qualify, there is no further Section 29 credit on the Trusts production
sold in the year 2003 or later years. Although both houses of Congress
are presently considering energy legislation including provisions to
extend the Section 29 credit in various ways, whether such provisions will
be enacted into law and, if so, the effect thereof on the Trust and the
Unit Holders is, at present, unknown.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | BROG has historically provided to the Trust summary Section 29 tax credit
information related to Trust properties. In 1999, the U.S. Court of
Appeals for the 10th Circuit upheld the position of the Internal Revenue
Service and the Tax Court that nonconventional fuel such as coal seam gas
does not qualify for the Section 29 credit unless the producer has
received an appropriate well category determination from the Federal
Energy Regulatory Commission (FERC). The FERCs certification authority
expired effective January 1, 1993. However, on July 14, 2000, the FERC
issued a final ruling amending its regulations to reinstate certain
regulations involving well category determinations for all wells and tight
formation areas that could qualify for the Section 29 tax credit. BROG
has informed the Trustee that it has identified approximately 250 wells as
non-certified. Of those, BROG has determined that six do not qualify for
the Section 29 tax credit. BROG has informed the Trustee that it will
seek certification of all qualified wells and that two additional wells
were certified in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | The classification of the Trusts income for purposes of the passive loss
rules may be important to a Unit Holder. As a result of the Tax Reform
Act of 1986, royalty income will generally be treated as portfolio income
and may not be offset by passive losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|3. |  | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | See Part II - Item 1, Legal Proceedings concerning the status of
litigation matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|4. |  | SETTLEMENT OF CLAIMS RELATING TO GAS IMBALANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In June 2000, the Trust and BROG entered into a partial settlement of
claims relating to a gas imbalance with respect to production from mineral
properties currently operated by BROG. Under the terms of the partial
settlement BROG paid the Trust $3,490,000 to settle the imbalance insofar
as it relates to some of the wells located on the subject properties. The
remainder of the imbalance is to be addressed through volume adjustments
whereby the Trusts net overriding royalty interest will be applied to 50%
of the overproduced parties interest, on a monthly basis, until the
imbalance is corrected. The Trust is in communication with BROG in order
to determine the estimated value of the volume adjustments and the time
during which the remainder of the imbalance will be corrected. Such volume
adjustments will be monitored by the Trusts consultants.
|  
|5. |  | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | At December 31, 2001, BROG had incurred excess production costs of
$2,259,628 on the underlying properties due primarily to high capital
costs. The Trust conveyance provides for the deduction of excess
production costs in determining royalty income until such costs are fully
recovered and allows for interest to be charged on excess production costs
at the prime rate. Interest in the amount of $10,545 was added to such
excess production costs. Of the total, $1,702,630 is attributable to the
Trust and has been deducted in determining royalty income for the nine
months ended September 30, 2002.                                                                                                                                                                                                                                                                   
|  
|6. |  | MMS SETTLEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | As part of a settlement between BROG and the Mineral Management Service of
the United States Department of the Interior relating to the property from
which the Trusts Royalty was carved (the Underlying Properties),
$901,776 was deducted from the Trusts April 2003 royalty payment. This
represents the Trusts 75% interest of the total settlement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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Item 2. Trustees Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Information

Certain information included in this report contains, and other materials
filed or to be filed by the Trust with the Securities and Exchange Commission
(as well as information included in oral statements or other written statements
made or to be made by the Trust) may contain or include, forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, and Section 27A of the Securities Act of 1933. Such forward-looking
statements may be or may concern, among other things, capital expenditures,
drilling activity, development activities, production efforts and volumes,
hydrocarbon and natural gas prices and the results thereof, and regulatory
matters. Such forward-looking statements generally are accompanied by words
such as may, will, estimate, expect, predict, project,
anticipate, goal, should, assume, believe, plan, intend, or other
words that convey the uncertainty of future events or outcomes. Such
statements reflect BROGs current view with respect to future events; are based
on our assessment of, and are subject to, a variety of factors deemed relevant
by the Trustee and BROG and involve risks and uncertainties. Should one or
more of these risks or uncertainties occur, actual results may vary materially
and adversely from those anticipated.

Three Months Ended September 30, 2003 and 2002

The Trust received royalty income of $24,332,317 and interest income of
$9,359 during the third quarter of 2003. After deducting administrative
expenses of $520,244, distributable income for the quarter was $23,821,432
($.511093 per Unit). In the third quarter of 2002, royalty income was
$12,549,272, interest income was $6,560, administrative expenses were $259,497,
and distributable income was $12,296,335 ($.263820 per Unit). The tax credit
relating to production from coal seam and tight sand wells totaled
approximately $.04 per Unit for the third quarter of 2002. Although both
houses of Congress have passed an energy bill, the final form of the
legislation is not yet known. Unless new legislation is passed extending the
Section 29 credit on existing eligible production, or allowing for a credit on
eligible new production, for which some portion of the Trusts production could
qualify, there is no further Section 29 credit on the Trusts production sold
in the year 2003 or later years. For further information concerning this tax
credit, Unit Holders should refer to the Trusts Annual Report for 2002. Based
on 46,608,796 Units outstanding, the per Unit distributions during the third
quarter of 2003 were as follows:

|              |  |   |         | 
|------------- |  | - | ------- | 
|July          |  | $ | .145119 | 
|August        |  |   | .174068 | 
|September     |  |   | .191906 | 
|              |  |   |         | 
|Quarter Total |  | $ | .511093 | 
|              |  |   |         | 

The royalty income distributed in the third quarter of 2003 was higher
than that distributed in the third quarter of 2002, primarily due to an
increase in the average gas price from $2.28 per Mcf for the third quarter of
2002 to $3.90 per Mcf for the third quarter of 2003. Interest earnings for the
quarter ended September 30, 2003, as compared to the quarter ended September
30, 2002, were higher, primarily due to an increase in funds available for
investment. Administrative expenses were higher primarily as a result of
differences in timing in the receipt and payment of these expenses but also
because administrative expenses in the third quarter of 2003 included expenses
incurred in negotiations involving BROG and the Trust undertaken to resolve
certain joint interest auditing issues.

BROG has informed the Trustee that the New Mexico Oil and Gas Proceeds
Withholding Tax Act requires remitters who pay certain oil and gas proceeds
from production on New Mexico properties on or after October 1, 2003, to
withhold income taxes from such proceeds in the case of certain nonresident

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recipients. If it is determined that such withholding requirement applies
to the Trust, the royalty income received by the Trust, and thus the
distributions made to Unit Holders by the Trust, will decrease. The Trustee is
in communication with BROG and with state taxing authorities regarding the new
withholding requirement and its applicability to distributions made to the
Trust. Unit Holders are reminded to consult with their tax advisors regarding
the applicability of New Mexico income tax to distributions received from the
Trust by a Unit Holder.

The capital costs attributable to the Underlying Properties for the third
quarter of 2003 were reported by BROG as approximately $4.3 million. BROGs
capital expenditure budget for the Underlying Properties for 2003 is estimated
at $18 million of which approximately $8.2 million has been spent; however,
BROG reports that based on its actual capital requirements, its mix of
projects, and swings in the price of natural gas, the actual capital
expenditures for 2003 could be as high as $22 million. Capital expenditures
were approximately $2.1 million for the third quarter of 2002. Approximately
$21.5 million in capital expenditures were deducted in calculating the Royalty
for the year ended December 31, 2002. In February 2003, BROG informed the
Trust that for 2003 it anticipates 351 projects, including the drilling of 38
new wells to be operated by BROG and 26 new wells to be operated by third
parties. Of the new BROG operated wells, 14 are projected to be conventional
wells completed in the Pictured Cliffs, Mesaverde and/or Dakota formations, and
the remaining 24 are projected as coal seam wells completed in the Fruitland
Coal formation. A total of 21 of the new wells operated by third parties are
projected to be conventional wells and the remaining five are predicted to be
coal seam wells. BROG projects approximately $10.6 million to be spent on the
new wells, and the balance of the budget to be expended in working over
existing wells and in the maintenance and improvement of production facilities.

BROG indicates its budget for 2003 reflects continued, significant
developments in which the Trusts net overriding royalty interest is relatively
high, as well as a sustained focus in conventional formations, including infill
drilling to the Mesaverde and Dakota formations, development of the Fruitland
Coal formation and multiple formation completions.

In October 2002, the New Mexico Oil Conservation Division approved
160-acre spacing in selected portions of the Fruitland Coal formation. BROG has
informed the Trust that, principally as a result of this approval, its budget
for 2003 reflects a focus on the Fruitland Coal formation. The New Mexico Oil
Conservation Division has asked BROG and other interested parties to study
whether the change in spacing requirements should be expanded to cover other
portions of the Fruitland Coal formation.

BROG has informed the Trust that lease operating expenses and property
taxes were $3,917,464 and $135,000 respectively, for the third quarter of 2003,
as compared to $3,974,830 and ($187,356), respectively, for the third quarter
of 2002. The negative property tax allocation corrected property taxes
previously allocated by BROG to the Trust in error.

BROG has informed the Trustee that during the third quarter of 2003, 16
gross (2.94 net) coal seam wells, two gross (.92 net) recavitations, 11 gross
(4.71 net) conventional wells, 11 gross (1.49 net) payadds, five gross (1.45
net) recompletions, and 11 gross (8.8 net) restimulations were completed on the
Underlying Properties.

Thirty-six gross (15.98 net) coal seam wells, four gross (.12 net) coal
seam miscellaneous capital projects, one gross (.002 net) recavitation, 11
gross (1.16 net) coal seam recompletions, 47 gross (13.2 net) conventional
wells, 12 gross (3.93 net) payadds, 17 gross (4.19 net) recompletions, and ten
gross (2.77 net) restimulations were in progress at September 30, 2003.

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There was one gross (.41 net) coal seam miscellaneous project, two gross
(.91 net) new coal seam wells, two gross (1.12 net) coal seam recompletions and
three gross (.01 net) coal seam restimulations completed as of September 30,
2002.

Three gross (1.26 net) new coal seam wells, one gross (.04 net) coal seam
recavitation and five gross (3.41 net) coal seam recompletions were in progress
as of September 30, 2002.

Gross acres or wells, for purposes of this discussion, means the entire
ownership interest of all parties in such properties, and BROGs interest
therein is referred to as the net acres or wells. A payadd is the completion
of an additional productive interval in an existing completed zone in a well.

Royalty income for the quarter ended September 30, 2003 is associated
principally with actual gas and oil production during May 2003 through July
2003 from the Underlying Properties. Gas and oil sales from the Underlying
Properties for the three months ended September 30, 2003 and 2002 were as
follows:

|     |                         |  |      |            |      |  |   |            | 
|---- | ----------------------- |  | ---- | ---------- | ---- |  | - | ---------- | 
|     |                         |  | 2003 |            | 2002
|Gas: |                         |  |      |            |      |  |   |           
|     | Total sales (Mcf)       |  |      | 11,432,834 |      |  |   | 11,997,442 | 
|     | Mcf per day             |  |      | 124,270    |      |  |   | 130,406    | 
|     | Average price (per Mcf) |  | $    | 3.90       |      |  | $ | 2.28       | 
|Oil: |                         |  |      |            |      |  |   |           
|     | Total sales (Bbls)      |  |      | 17,023     |      |  |   | 22,337     | 
|     | Bbls per day            |  |      | 185        |      |  |   | 243        | 
|     | Average price (per Bbl) |  | $    | 24.74      |      |  | $ | 21.95      | 

Gas and oil sales attributable to the Royalty for the three months ended
September 30, 2003 and 2002 were as follows:

|                 |  |      |           |      |  |  |           | 
|---------------- |  | ---- | --------- | ---- |  |  | --------- | 
|                 |  | 2003 |           | 2002
|Gas sales (Mcf)  |  |      | 6,819,487 |      |  |  | 6,831,526 | 
|Oil sales (Bbls) |  |      | 10,161    |      |  |  | 12,772    | 

Sales volumes attributable to the Royalty are determined by dividing the
net profits received by the Trust and attributable to oil and gas,
respectively, by the prices received for sales volumes from the Underlying
Properties, taking into consideration production taxes attributable to the
Underlying Properties. Since the oil and gas sales attributable to the Royalty
are based on an allocation formula that is dependent on such factors as price
and cost, including capital expenditures, the aggregate production volumes from
the Underlying Properties may not provide a meaningful comparison to volumes
attributable to the Royalty.

During the third quarter of 2003, average gas prices were $1.62 higher
than the average prices reported during the third quarter of 2002. The average
price per barrel of oil during the third quarter of 2003 was $2.79 per barrel
higher than received for the third quarter of 2002 due to increases in oil
prices in world markets generally, including the posted prices applicable to
oil sales attributable to the Royalty.

BROG has entered into two contracts for the sale of all volumes of gas
subject to the Royalty (the Trust gas). These contracts provide for (i) the
sale of Trust gas to Duke Energy and Marketing, L.L.C. and PNM Gas Services,
(ii) the delivery of Trust gas at various delivery points through March 31,
2005, and from year-to-year thereafter until terminated by either party on
twelve months notice, and (iii) for the sale of Trust gas at prices which
fluctuate in accordance with published indices for gas sold in the San Juan
Basin of New Mexico. Unit Holders are referred to Note 6 of the Notes to
Financial Statements in the Trusts 2002 Annual

10



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Report for further information concerning the marketing of gas produced
from the Underlying Properties. Prior to April 1, 2002, the Trust gas was sold
under a contract dated November 10, 1999 between BROG and Duke Energy and
Marketing L.L.C.

Confidentiality agreements with purchasers of gas produced from the
Underlying Properties prohibit public disclosure of certain terms and
conditions of gas sales contracts with those entities, including specific
pricing terms and gas receipt points. Such disclosure could compromise the
ability to compete effectively in the marketplace for the sale of gas produced
from the Underlying Properties

Nine Months Ended September 30, 2003 and 2002

For the nine months ended September 30, 2003, distributable income was
$68,938,314 ($1.479085 per Unit) as compared to the $24,838,150 ($.532907 per
Unit) of income distributed during the same period in 2002. The increase in
distributable income from 2002 to 2003 resulted primarily from higher gas and
oil prices during 2003. Interest income for the nine months ended September
30, 2003 was $32,613 compared to $9,410 during the first nine months of 2002.
This increase is due to the timing of receipt of interest income and an
increase in cash to be invested. General and administrative expenses were
$1,389,073 for the nine months ended September 30, 2003, as compared to
$1,282,218 during the same period in 2002. Administrative expenses of the
Trust have increased due to the costs associated with compliance with the
Sarbanes-Oxley Act of 2002.

Capital expenditures incurred by BROG, attributable to the Underlying
Properties, for the first nine months of 2003 amounted to approximately $13.7
million. Capital expenditures were approximately $16.8 million for the first
nine months of 2002. Lease operating expenses and property taxes totaled
$11,741,872 and $406,250, respectively, for the first nine months of 2003 as
compared to $11,774,463 and $(40,689), respectively, for the first nine months
of 2002. The negative property tax allocation corrected property taxes
previously allocated by BROG to the Trust in error.

BROG informed the Trustee that during the nine months ended September 30,
2003, 25 gross (13.81 net) conventional wells and three gross (.94 net)
miscellaneous capital projects were completed on the Underlying Properties.
Forty-nine gross (3.22 net) payadds and 29 gross (21.55 net) restimulations
were completed during the first nine months of 2003. During the nine months
ended September 30, 2003, 31 gross (6.31 net) coal seam wells, two gross (.88
net) coal seam miscellaneous capital projects, two gross (.02 net)
recavitations, and five gross (1.45 net) recompletions were completed.

Royalty income for the nine months ended September 30, 2003 is associated
with actual gas and oil production during November 2002 through July 2003 from
the Underlying Properties. Gas and oil sales from the Underlying Properties
for the nine months ended September 30, 2003 and 2002 were as follows:

|     |                         |  |      |            |      |  |   |            | 
|---- | ----------------------- |  | ---- | ---------- | ---- |  | - | ---------- | 
|     |                         |  | 2003 |            | 2002
|Gas: |                         |  |      |            |      |  |   |           
|     | Total sales (Mcf)       |  |      | 33,524,990 |      |  |   | 34,598,168 | 
|     | Mcf per day             |  |      | 122,802    |      |  |   | 126,733    | 
|     | Average price (per Mcf) |  | $    | 3.95       |      |  | $ | 2.21       | 
|Oil: |                         |  |      |            |      |  |   |           
|     | Total Sales (Bbls)      |  |      | 57,511     |      |  |   | 72,035     | 
|     | Bbls per day            |  |      | 211        |      |  |   | 264        | 
|     | Average price (per Bbl) |  | $    | 26.00      |      |  | $ | 19.44      | 

11



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##### Table of Contents



Gas and oil sales attributable to the Royalty for the nine months ended
September 30, 2003 and 2002 were as follows:

|                 |  |      |            |      |  |  |            | 
|---------------- |  | ---- | ---------- | ---- |  |  | ---------- | 
|                 |  | 2003 |            | 2002
|Gas sales (Mcf)  |  |      | 19,469,033 |      |  |  | 14,009,456 | 
|Oil sales (Bbls) |  |      | 33,591     |      |  |  | 31,031     | 

During the first nine months of 2003, gas and oil prices were higher than
during the first nine months of 2002. Since the oil and gas sales attributable
to the Royalty are based on an allocation formula that is dependant on such
factors as price and cost, including capital expenditures, the aggregate sales
amounts from the Underlying Properties may not provide a meaningful comparison
to sales attributable to the Royalty.

Calculation of Royalty Income

Royalty income received by the Trust for the three months and nine months
ended September 30, 2003 and 2002, respectively, was computed as shown in the
following table:

|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|------------------------------------------------------- |  | ------------------ | ---------- | ----------------- |  | ---- | ---------- | ---- |  | - | ----------- | - |  | - | ---------- | -
|                                                        |  | Three Months Ended |            | Nine Months Ended
|                                                        |  | September 30,      |            | September 30,    
|                                                        |  |                    |            |                  
|                                                        |  | 2003               |            | 2002              |  | 2003 |            | 2002
|                                                        |  | (unaudited)        |            | (unaudited)      
|Gross proceeds of sales from the
Underlying Properties: |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Gas proceeds                                            |  | $                  | 44,569,835 |                   |  | $    | 27,127,920 |      |  | $ | 132,316,877 |   |  | $ | 76,613,158 |  
|Oil proceeds                                            |  |                    | 421,151    |                   |  |      | 490,493    |      |  |   | 1,495,298   |   |  |   | 1,400,519  |  
|Other (1)                                               |  |                    |           |                   |  |      | (2,443,923 | )    |  |   | (1,202,368  | ) |  |   | (5,110,589 | )
|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Total                                                   |  |                    | 44,990,986 |                   |  |      | 25,174,490 |      |  |   | 132,609,807 |   |  |   | 72,903,088 |  
|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Less production costs:                                  |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Severance tax  Gas                                     |  |                    | 4,154,859  |                   |  |      | 2,486,138  |      |  |   | 12,833,373  |   |  |   | 7,236,679  |  
|Severance tax  Oil                                     |  |                    | 37,399     |                   |  |      | 40,929     |      |  |   | 130,913     |   |  |   | 114,457    |  
|Lease operating expense and property tax                |  |                    | 4,052,464  |                   |  |      | 3,787,473  |      |  |   | 12,148,122  |   |  |   | 11,733,774 |  
|Other                                                   |  |                    |           |                   |  |      | 3,037      |      |  |   | 41,850      |   |  |   | 18,037     |  
|Capital expenditures                                    |  |                    | 4,303,175  |                   |  |      | 2,124,551  |      |  |   | 13,729,184  |   |  |   | 16,817,707 |  
|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Total                                                   |  |                    | 12,547,897 |                   |  |      | 8,442,128  |      |  |   | 38,883,442  |   |  |   | 35,920,654 |  
|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Less excess production and interest
from prior year     |  |                    |           |                   |  |      |           |      |  |   |            |   |  |   | 2,270,173  |  
|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Net profits                                             |  |                    | 32,443,089 |                   |  |      | 16,732,362 |      |  |   | 93,726,365  |   |  |   | 34,712,261 |  
|Net overriding royalty interest                         |  |                    | 75         | %                 |  |      | 75         | %    |  |   | 75          | % |  |   | 75         | %
|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  
|Royalty income                                          |  | $                  | 24,332,317 |                   |  | $    | 12,549,272 |      |  | $ | 70,294,774  |   |  | $ | 26,034,196 |  
|                                                        |  |                    |            |                   |  |      |            |      |  |   |             |   |  |   |            |  



---

|(1) |  | These charges represent amounts paid in settlement of various lawsuits.
For additional information, see Part II, Item 1 of this Form 10-Q.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

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Contractual Obligations

Under the Trusts 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. In no case will the administrative fee due
under items (i) and (ii) above be less than $36,000 per year (as adjusted
annually to reflect the increase (if any) since January 1, 2003, in the
Producers Price Index as published by the U.S. Department of Labor, Bureau of
Labor Statistics).

Effects of Securities Regulation

As a publicly-traded trust listed on the New York Stock Exchange (the
NYSE), the Trust is and will continue to be subject to extensive regulation
under, among others, the Securities Act of 1933, the Securities Exchange Act of
1934, the rules and regulations of the NYSE and the Sarbanes-Oxley Act of 2002.
Issuers failing to comply with such authorities risk serious consequences,
including criminal as well as civil and administrative penalties. In some
instances, these laws, rules and regulations do not specifically address their
applicability to publicly-traded trusts, such as the Trust. In particular, the
Sarbanes-Oxley Act of 2002 provides for the adoption by the Securities and
Exchange Commission (the SEC) of certain rules and regulations that may be
impossible for the Trust to literally satisfy because of its nature as a
pass-through trust. For example, the SEC is required to adopt rules and
regulations pursuant to the Sarbanes-Oxley Act of 2002 that would require a
publicly-traded companys board of directors, audit committee or other similar
body to act with respect to certain corporate governance matters. The Trust
does not have, nor does the Indenture governing the Trust provide for, a board
of directors, an audit committee or any executive officers. Accordingly, as
currently structured, the Trust could not literally comply with such rules and
regulations. It is the Trustees intention to follow the SECs rulemaking
closely, attempt to comply with such rules and regulations and, where
appropriate, request relief from these rules and regulations. However, if the
Trust is unable to comply with such rules and regulations or to obtain
appropriate relief, the Trust may be required to expend as yet unknown but
potentially material costs to amend the Indenture that governs the Trust to
allow for compliance with such rules and regulations.

Critical Accounting Policies

In accordance with the SECs staff accounting bulletins and consistent
with other royalty trusts, the financial statements of the Trust are prepared
on the following basis:



| |  |  | Royalty income recorded for a month is the amount
computed and paid by BROG to the Trustee for the Trust.                                                            
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Trust expenses recorded are based on liabilities paid and
cash reserves established from royalty income for liabilities and
contingencies.                           
|
| |  |  | Distributions to Unit Holders are recorded when declared
by the Trustee.                                                                                             
|
| |  |  | The conveyance which transferred the Royalty to the Trust
provides that any excess of production costs over gross proceeds
must be recovered from future net profits.

The financial statements of the Trust differ from financial statements
prepared in accordance with GAAP because revenues are not accrued in the month
of production; certain cash reserves may be established for contingencies which
would not be accrued in financial statements prepared in accordance with GAAP;
and amortization of the Royalty calculated on a unit-of-production basis is
charged directly to

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trust corpus instead of an expense. The basis of accounting used by the
Trust is widely used by royalty trusts for financial reporting purposes and
presents the revenues and expenditures that are actually distributed to the
Unit Holders.




Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Trust invests in no derivative financial instruments, and has no
foreign operations or long-term debt instruments. The Trust is a passive
entity and other than the Trusts ability to periodically borrow money as
necessary to pay expenses, liabilities and obligations of the Trust that cannot
be paid out of cash held by the Trust, the Trust is prohibited from engaging in
borrowing transactions. The amount of any such borrowings is unlikely to be
material to the Trust. The Trust periodically holds short term investments
acquired with funds held by the Trust pending distribution to Unit Holders and
funds held in reserve for the payment of Trust expenses and liabilities.
Because of the short-term nature of these borrowings and investments and
certain limitations upon the types of such investments which may be held by the
Trust, the Trustee believes that the Trust is not subject to any material
interest rate risk. The Trust does not engage in transactions in foreign
currencies which could expose the Trust or Unit Holders to any foreign currency
related market risk. The Trust does not market the Trust gas, oil and/or
natural gas liquids. BROG is responsible for such marketing.




Item 4. Controls and Procedures.

The Trust maintains a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information required to be
disclosed in the Trusts filings under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms. 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 BROG to the Trustee
and its employees who participate in the preparation of the Trusts periodic
reports as appropriate to allow timely decisions regarding required disclosure.
Due to the pass-through nature of the Trust, BROG provides much of the
information disclosed in this Form 10-Q and the other periodic reports filed by
the Trust with the SEC.

The Trustee receives periodic updates from BROG regarding activities
related to the Trust. Accordingly, the Trusts ability to timely report
certain information required to be disclosed in the Trusts periodic reports is
dependent on BROGs timely delivery of such information to the Trust. In order
to help ensure the accuracy and completeness of the information required to be
disclosed in the Trusts periodic reports, the Trust employs independent public
accountants, joint interest auditors, marketing consultants, attorneys and
petroleum engineers. These outside professionals assist the Trustee in
reviewing and compiling this information for inclusion in this Form 10-Q and
the other periodic reports provided by the Trust to the SEC.

The Trustee has evaluated the Trusts disclosure controls and procedures
as of September 30, 2003 and has determined that, subject to BROGs delivery of
timely and accurate information to the Trust, such disclosure controls and
procedures are effective. The Trustee has not reviewed the Trusts disclosure
controls and procedures in concert with management, a board of directors or an
independent audit committee. The Trust does not have, nor does the indenture
pursuant to which the Trust was created provide for, officers, a board of
directors or an independent audit committee.

During the three month period ended September 30, 2003, there were no
changes in the Trusts internal controls over financial reporting that
materially affected or are reasonably likely to materially affect the Trusts
internal control over financial reporting.

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##### Table of Contents






PART II
OTHER INFORMATION




Item 1. Legal Proceedings.

Settlements

An administrative claim was initiated on March 17, 1997 by the Mineral
Management Service of the United States Department of the Interior (the MMS)
against BROG regarding a gas contract settlement dated March 1, 1990, between
BROG and certain other parties thereto. The claim alleged that additional
royalties were due on production from federal and Indian leases in the State of
New Mexico on properties burdened by the Trust. On December 3, 2001, BROG
settled this claim by paying the Jicarilla Apache Nation the sum of $2,853,974
and the MMS the sum of $1,224,043. MMS also retained certain overpayments by
BROG in the amount of $1,127,623 as part of the settlement. Certain properties
included in this settlement are burdened by the Royalty. BROG previously
offset the entire $2,853,974 Jicarilla component of the settlement against
amounts otherwise distributed in payment of the Royalty, and deducted $901,776
from the April 2003 distribution to the Trust as the Trusts 75% portion of the
remaining $1,224,043 component of the settlement, slightly reduced by agreement
of the parties. BROG has indicated that it does not appear that any of the
$1,127,623 in overpayments retained by the MMS is attributable to the Trust.

In June 2000, the Trust and BROG entered into a partial settlement of
claims relating to a gas imbalance with respect to production from mineral
properties currently operated by BROG. Under the terms of the partial
settlement, BROG paid the Trust $3,490,000 to settle the imbalance insofar as
it relates to some of the wells located on the Underlying Properties. The
remainder of the imbalance is to be addressed through volume adjustments
whereby the Trusts Royalty will be increased by the proceeds from 50% of the
overproduced parties interest, on a monthly basis, until the imbalance is
corrected. The Trustee and its consultants remain in communication with BROG in
order to determine the estimated value of the volume adjustments and the time
during which the remainder of the imbalance will be corrected. BROG indicates
that the volume adjustment commenced in August 2000. The Trusts consultants
continue to monitor those adjustments.

Administrative Proceedings

The following information was provided to the Trust by BROG. Please note
that the proceedings described below apply to the collective interest of BROG
and the Trust. BROG is not able to estimate the amount of any potential loss
to the Trust in each of the outstanding proceedings, or the portion of any such
potential loss that would be allocated to the Royalty.

MMS Proceedings

Blanco Pool. This appeal arises from a MMS Demand Letter dated October 20,
1995, and bears MMS Appeal Docket No. MMS-95-0740. The demand letter
challenges the valuation benchmark utilized by BROG for gas sold by BROG from
the Blanco Pool during the audit period of January 1, 1989 through December
31, 1991. BROG paid royalties on sales to its marketing affiliate based on
gross proceeds received by BROG from its affiliate. The demand letter states
that BROG paid incorrectly under MMS regulations. The MMS methodology in
calculating the amounts demanded does not attempt to trace resale proceeds.
Instead, MMS auditors use published index prices at pipeline interconnect
points in the San Juan Basin as a proxy for actual comparable sales, and net
out certain actual costs to move the gas to those index points. While BROG
had deducted prevailing field transportation rates in computing its monthly
prices in the San Juan Basin, the auditors limited the deduction to the actual
rate paid to El Paso Natural Gas under a

15



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##### Table of Contents



backhaul agreement. The demand letter directs BROG to pay additional
royalties of $518,304, to recalculate royalties in accordance with the MMS
interpretation of the regulations and to pay the difference between total
royalty due and royalty paid.

Affiliate
Proceeds Demand - Conventional Gas. This appeal arises from a
MMS demand letter dated June 9, 1997, and bears MMS Appeal Docket No.
MMS-97-0168. The demand letter is a blanket demand relating to all of BROGs
non-coalbed methane gas production nationwide for the audit period of January
1, 1989 through December 31, 1994. The demand letter is based primarily on
the MMS theory that royalties are to be based on BROGs marketing affiliate
gross proceeds rather than BROGs gross proceeds (e.g. the affiliate resale
proceeds issue). The demand letter directs BROG to recalculate its royalties
on these sales using a netback calculation of the proceeds of the affiliate,
and pay the difference between total royalties due under such calculation and
the royalties actually paid by BROG. This demand letter is in furtherance of
the demand letter described in the prior paragraph.

Coalbed Methane. This appeal arises from a MMS demand letter dated
October 28, 1996, and bears MMS Appeal Docket No. MMS-96-0437. The demand
letter relates to BROGs coalbed methane production from the Northeast Blanco
Unit for the audit period of May 1, 1990 through December 31, 1993, and from
the San Juan 30-6 Unit for the audit period of January 1, 1989 through December
31, 1991. Like the Blanco Pool demand letter, the demand letter does not
attempt to trace resale proceeds. The issues are whether MMS should bear its
share of CO2 extraction costs and, if so, whether the costs should be based on
market rates or actual costs of the system, and whether MMS share of
transportation costs (which MMS does not dispute it must bear) should be based
on market rates or actual costs of the system. BROG is directed to pay
additional royalties of $3,600,584 for underpayment of royalty for gas produced
from the units mentioned above, to recalculate royalties for gas produced from
other federal leases in accordance with MMS interpretation of the regulations
and to pay the difference between total royalty due and royalty paid.

Due to the similarity of the claims in the Blanco Pool, Affiliate Proceeds
Demand and the Coalbed Methane administrative appeals, to the claims in the
suits in the In re Natural Gas Royalties qui tam litigation described below,
settlement discussions between BROG and the federal government in the gas qui
tam litigation will, if successful, include the settlement of each of the MMS
Proceedings.

Jicarilla Indian Tribe Proceedings

This appeal arises from an MMS Order to Perform dated June 10, 1998. The
Order to Perform states that, in valuing production for royalty purposes, BROG
must, among other things, perform a major portion analysis (i.e., calculate
value on the highest price paid or offered for a major portion of the gas
produced from the field where the leased lands are situated). BROG believes
that producers do not have access to prices received by other producers in a
field, so a major portion calculation must be done by MMS.

Litigation

In re Natural Gas Royalties Qui Tam Litigation

BROG and other oil and gas companies have been named as defendants in
various lawsuits alleging violations of the civil False Claims Act. These
lawsuits were consolidated during 1999 and 2000 for pre-trial proceedings by
the United States Judicial Panel on Multidistrict Litigation in the matter of
In re Natural Gas Royalties Qui Tam Litigation, MDL-1293, United States
District Court for the District of Wyoming (MDL-1293). The plaintiffs contend
that defendants underpaid royalties on natural gas and natural gas liquids
produced on federal and Indian lands through the use of below-market prices,
improper deductions, improper measurement techniques and transactions with
affiliated companies. Plaintiffs allege that the royalties paid by defendants
were lower than the royalties required to be paid under federal regulations and
that the forms

16



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##### Table of Contents



filed by defendants with the MMS reporting these royalty payments were
false, thereby violating the civil False Claims Act. The United States has
intervened in certain of the MDL-1293 cases as to some of the defendants,
including BROG.

If successful, this litigation could result in a decrease in royalty
income received by the Trust. The plaintiffs and the intervenor have not
specified in their pleadings the amount of damages they seek from BROG. The
Trust has been informed that BROG has established a substantial reserve for
potential liability arising from this litigation. However, at this time, no
estimate can be made as to the amount of any potential loss in this litigation,
or the portion, if any, of such potential loss that would be allocated to the
Trusts interest. Any proposed allocation of loss to the Trust will be
reviewed by the Trusts consultants.

Quinque Litigation

In September 1999, BROG was served with a class action petition styled
Quinque Operating Company on behalf of Gas Producers v. Gas Pipelines, et al.,
Case No. 99 C 30, in the District Court of Stevens County, Kansas, naming
certain of its current or former affiliates as defendants, along with hundreds
of other gas production and gas pipeline companies. On February 21, 2002, the
District Court granted leave for plaintiffs to file a third amended class
action petition substituting in new class representative plaintiffs thereby
changing the style of the case to Will Price, Stixon Petroleum, Inc. and Thomas
F. Boles on behalf of Gas Producers v. Gas Pipelines, et al., Case No. 99 C 30,
in the District Court of Stevens County, Kansas. The petition alleges that the
defendants engaged in the mismeasurement of volumes and wrongful analysis of
heating content of natural gas and engaged in other activities which resulted
in the underpayment of revenue owed to working interest owners, royalty
interest owners, overriding royalty interest owners and state taxing
authorities. If successful, this litigation could result in a decrease in
royalty income received by the Trust. At this time, no estimate can be made as
to the amount of any loss in this litigation, or the portion of any such
potential loss that would be allocated to the Trust. Any proposed allocation
of loss to the Trust will be reviewed by the Trusts consultants.




Item 6. Exhibits and Reports on Form 8-K.



| | (a) |  | Exhibits.
| | --- |  | ---------

|     |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(a) |  | Amended and Restated Royalty Trust Indenture, dated
September 30, 2002 (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),
heretofore filed as Exhibit 99.2 of the Trusts Current Report
on Form 8-K filed with the SEC on October 1, 2002, 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 for the fiscal year ended December 31, 1980, 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 with the SEC for the
quarter ended September 30, 2002, is incorporated herein by
reference.                                                                                      

17



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##### Table of Contents



|   |  |                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31 |  | Certification required by Rule 13a-14(a), dated
November 13, 2003, by Lee Ann Anderson, Vice President and
Trust Officer of TexasBank, the Trustee for the Trust.**                       
|   |  |                                                                                                                                                                                           
|32 |  | Certification required by Rule 13a-14(b), dated
November 13, 2003, by Lee Ann Anderson, Vice President and
Trust Officer of TexasBank, on behalf of TexasBank, the Trustee
of the Trust.**



---

|** |  | Filed herewith.
|-- |  | ---------------



| | (b) |  | Reports on Form 8-K.                                                                                                                                                                                                           
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Trust filed a report on Form 8-K on July 23, 2003. In the
report, the Trust reported, under Items 9 and 12, that on July 21,
2003, it had issued a press release announcing a monthly cash
distribution to Unit Holders.   
|
| |     |  | The Trust filed a report on Form 8-K on August 20, 2003. In the
report, the Trust reported, under Item 12, that on August 19, 2003,
it had issued a press release announcing a monthly cash distribution
to Unit Holders.      
|
| |     |  | The Trust filed a report on Form 8-K on September 19, 2003. In the
report, the Trust reported, under Item 12, that on September 19,
2003, it had issued a press release announcing a monthly cash
distribution to Unit Holders.

18



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

| |  |                                                            |                      |                                 
| |  | ---------------------------------------------------------- | -------------------- | --------------------------------
| |  | TEXASBANK, AS TRUSTEE FOR
THE SAN JUAN BASIN ROYALTY TRUST
| |  |                                                            |                      |                                 
| |  | By:                                                        | /s/ LEE ANN ANDERSON
| |  |                                                            |                     
| |  |                                                            |                      | Lee Ann Anderson                
| |  |                                                            |                      | Vice President and Trust Officer

Date: November 13, 2003

(The Trust has no directors or executive officers.)





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##### Table of Contents






INDEX TO EXHIBITS

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Number  |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                              
|4(a)    |  | Amended and Restated Royalty Trust Indenture,
dated September 30, 2002 (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), heretofore filed as Exhibit 99.2 of
the Trusts Current Report on Form 8-K filed
with the SEC on October 1, 2002, 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 for the fiscal year ended December
31, 1980, 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 with the SEC for the quarter
ended September 30, 2002, is incorporated herein
by reference.                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|31      |  | Certification required by Rule 13a-14(a), dated
November 13, 2003, by Lee Ann Anderson, Vice
President and Trust Officer of TexasBank, the
Trustee for the Trust.**                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|32      |  | Certification required by Rule 13a-14(b), dated
November 13, 2003, by Lee Ann Anderson, Vice
President and Trust Officer of TexasBank, on
behalf of TexasBank, the Trustee of the Trust.**                                                                                                                                                                                                           



---

|** |  | Filed herewith
|-- |  | --------------