SAN JUAN BASIN ROYALTY TRUST
10-Q, 1999-05-17
OIL ROYALTY TRADERS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 10-Q



                Quarterly Report Pursuant To Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



                  For the Quarterly Period Ended March 31, 1999


                           Commission File No. 1-8032



                         SAN JUAN BASIN ROYALTY TRUST


          Texas                                           I.R.S. No. 75-6279898


                Bank One, Texas, N.A., Corporate Trust Department
                                 P. O. Box 2604
                             Fort Worth, Texas 76113

                          Telephone Number 817/884-4630



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 and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Number of units of beneficial interest outstanding at May 15, 1999:   46,608,796



<PAGE>   2


                          SAN JUAN BASIN ROYALTY TRUST

                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

The condensed financial statements included herein have been prepared by Bank
One, Texas, N.A. as Trustee for the San Juan Basin Royalty Trust, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in annual
financial statements have been condensed or omitted pursuant to such rules and
regulations, although the Trustee believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Trust's latest annual report on
Form 10-K. 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 March 31,
1999, and the distributable income and changes in trust corpus for the
three-month periods ended March 31, 1999 and 1998 have been included. The
distributable income for such interim periods is not necessarily indicative of
the distributable income for the full year.

Deloitte & Touche LLP, independent certified public accountants, has made a
review of the condensed financial statements as of March 31, 1999 and for the
three-month periods ended March 31, 1999 and 1998 included herein.




                                      -2-

<PAGE>   3



INDEPENDENT ACCOUNTANTS' REPORT


Bank One, Texas, N.A. as Trustee for the
   San Juan Basin Royalty Trust:

We have reviewed the accompanying condensed statement of assets, liabilities and
trust corpus of the San Juan Basin Royalty Trust as of March 31, 1999 and the
related condensed statements of distributable income and changes in trust corpus
for the three-month periods ended March 31, 1999 and 1998. These financial
statements are the responsibility of the Trustee.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

The accompanying condensed financial statements are prepared on a modified cash
basis as described in Note 1, which is a comprehensive basis of accounting other
than generally accepted accounting principles.

Based on our review, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity with
the basis of accounting described in Note 1.

We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets, liabilities and trust corpus of the San Juan
Basin Royalty Trust as of December 31, 1998, and the related statements of
distributable income and changes in trust corpus for the year then ended (not
presented herein); and in our report dated March 22, 1999, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed statement of assets,
liabilities and trust corpus as of December 31, 1998 is fairly stated in all
material respects in relation to the statement of assets, liabilities and trust
corpus from which it has been derived.




DELOITTE & TOUCHE LLP

April 26, 1999


                                      -3-
<PAGE>   4

SAN JUAN  BASIN ROYALTY TRUST

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                     March 31,    December 31,
ASSETS                                                                 1999          1998
                                                                    (Unaudited)
<S>                                                                 <C>           <C>        
Cash and short-term investments                                     $ 2,112,428   $ 2,665,562
Net overriding royalty interests in producing oil and
  gas properties (net of accumulated amortization of
  $83,561,441 and $82,187,508 at March 31, 1999
  and December 31, 1998, respectively)                               49,714,087    51,088,020
                                                                    -----------   -----------

                                                                    $51,826,515   $53,753,582
                                                                    ===========   ===========

LIABILITIES AND TRUST CORPUS

Distribution payable to Unit holders                                $ 2,112,428   $ 2,665,562
Commitments and contingencies  (Note 3)
Trust corpus - 46,608,796 Units of beneficial
   interest authorized and outstanding                               49,714,087    51,088,020
                                                                    -----------   -----------

                                                                    $51,826,515   $53,753,582
                                                                    ===========   ===========
</TABLE>

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                             March 31,
                                                                    -------------------------
                                                                        1999          1998
<S>                                                                 <C>           <C>        
Royalty income                                                      $ 7,045,206   $11,663,131
Interest income                                                          13,626        28,048
                                                                    -----------   -----------
                                                                      7,058,832    11,691,179

General and administrative expenditures                                 266,949       249,207
                                                                    -----------   -----------

Distributable income                                                $ 6,791,883   $11,441,972
                                                                    ===========   ===========

Distributable income per Unit (46,608,796 Units)                    $   .145721   $   .245489
                                                                    ===========   ===========
</TABLE>


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



                                      -4-

<PAGE>   5


CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                             March 31,
                                                                    ----------------------------
                                                                        1999            1998
<S>                                                                 <C>             <C>         
Trust corpus, beginning of period                                   $ 51,088,020    $ 56,119,448
Amortization of net overriding royalty interest                       (1,373,933)     (1,506,218)
Distributable income                                                   6,791,883      11,441,972
Distributions declared                                                (6,791,883)    (11,441,972)
                                                                    ------------    ------------

Trust corpus, end of period                                         $ 49,714,087    $ 54,613,230
                                                                    ============    ============
</TABLE>


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




                                      -5-
<PAGE>   6



SAN JUAN BASIN ROYALTY TRUST

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------


1.   BASIS OF ACCOUNTING

     The San Juan Basin Royalty Trust ("Trust") was established as of November
     1, 1980. The financial statements of the Trust are prepared on the
     following basis:

     o    Royalty income recorded for a month is the amount computed and paid by
          the working interest owner, Burlington Resources Oil & Gas ("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%.

     o    Trust expenses recorded are based on liabilities paid and cash
          reserves established from royalty income for liabilities and
          contingencies.

     o    Distributions to Unit holders are recorded when declared by the
          Trustee.

     o    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 generally accepted accounting principles
     ("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.

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 January 1, 1993 (including certain
     wells recompleted in coal seams formations thereafter), generally qualifies
     for the federal income tax credit for producing non-conventional fuels if
     such production and the sale thereof occurs before January 1, 2003. For
     1998, this tax credit was $1.06 per MMBtu. For qualifying 


                                      -6-
<PAGE>   7

     production of the Trust, each Unit holder must determine his pro rata share
     of such production based upon the number of Units owned during each month
     of the year and apply the tax credit against his own income tax liability,
     but such credit may not reduce his regular tax liability (after the foreign
     tax credit and certain other nonrefundable credits) below his 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
     his 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.

     The Trustee is provided Section 29 tax credit information related to Trust
     Properties by BROG. In 1997, the Tax Court upheld the IRS position that
     nonconventional fuel such as coal seam gas does not qualify for the Section
     29 credit unless the producer received a formal certification from the
     Federal Energy Regulatory Commission ("FERC"). The FERC's certification
     authority expired effective January 1, 1993. Many producers believe that
     wells meeting the certification requirements are eligible for the Section
     29 credit regardless of FERC certification. However, this position is not
     in accordance with the IRS position or the decision of the Tax Court. The
     court decision is on appeal and it is not possible to predict the likely
     outcome. In the event the appeal is not successful, the ability of the Unit
     holders to utilize allocated Section 29 credits in full could be in
     question.

     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
     will not reduce passive losses.

3.   CONTINGENCIES

     See Item 1 Legal Proceedings concerning the status of litigation matters.



                                     ******



                                      -7-
<PAGE>   8



ITEM 2.  TRUSTEE'S DISCUSSION AND ANALYSIS

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, as
amended, and Section 27A of the Securities Act of 1933, as amended. Such forward
looking statements may be or may concern, among other things, capital
expenditures, drilling activity, development activities, production efforts and
volumes, hydrocarbon prices and the results thereof, and regulatory matters.
Such forward looking statements generally are accompanied by words such as
"estimate," "expect," "predict," "anticipate," "goal," "should," "assume,"
"believe," or other words that convey the uncertainty of future events or
outcomes.

YEAR 2000 ISSUE

Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed without considering the
impact of the upcoming change in the century. If not corrected, many computer
applications could fail or create erroneous results by the Year 2000. The Year
2000 issue affects virtually all companies and organizations. If a company or
organization does not successfully address its Year 2000 issues, it may face
material adverse consequences.

As the Trust does not directly maintain any systems, the Trust will not incur
any direct costs related to the Year 2000 issue. However, the Trust is reliant
on the performance of others, including the Trustee, BROG and third-party
vendors (collectively, the "suppliers") for such things as the calculation and
receipt of Royalty income, payment of expenses and disbursement of distributable
income. The Trust has made formal inquiries of the suppliers requesting
information on their state of readiness for the Year 2000. Based upon responses
received and reviewed by the Trust with respect to its material suppliers, all
are currently addressing the Year 2000 issue and making efforts to be compliant
prior to the Year 2000. The Trust can provide no assurance as to whether the
suppliers will successfully address the Year 2000 issue. Failure to successfully
address the Year 2000 issue by the suppliers could have a material adverse
impact on the Trust and its Unit holders. At this time, the Trust believes the
most adverse impact as a result of the suppliers' failure to successfully
address the Year 2000 issue is that the Trust would not receive, and in turn
would not be able to distribute, royalty income to the Unit holders.

THREE MONTHS ENDED MARCH 31, 1999 AND 1998

During the first quarter of 1999, the San Juan Basin Royalty Trust received
royalty income of $7,045,206. Distributable income consists of royalty income
plus interest income less administrative expenses. Interest income for the
quarter was $13,626 and administrative expenses were $266,949. Thus,
distributable income totaled $6,791,883. Based on 46,608,796 Units outstanding,
the per Unit distributions during the first quarter of 1999 were as follows:

<TABLE>
            <S>                                                  <C>           
            January                                             $ .050214     
            February                                              .050184     
            March                                                 .045323      
                                                                ---------      
            Quarter Total                                       $ .145721      
                                                                =========      
</TABLE>


The amount distributed to Unit holders in the first quarter of 1999 was less
than the $.245489 distributed in the first quarter of 1998. The decrease was
primarily attributable to a decrease in the average gas price from 


                                      -8-
<PAGE>   9

$2.08 per Mcf for the first quarter of 1998 to $1.54 per Mcf for the first
quarter of 1999. The tax credit relating to production from coal seam wells
totaled approximately $.04 per Unit for the first quarter of 1999 compared to
$.05 per Unit for the first quarter of 1998. For further information concerning
this tax credit, Unit holders should refer to the Trust's Annual Report for
1998.

Interest income for the first quarter of 1999 was less than the $28,048 in the
first quarter of 1998 due to lower revenues. Administrative expenses of $266,949
were higher in the first three months of 1999 as compared to $249,207 in the
first quarter of 1998, primarily as a result of differences in timing of the
receipt and payment of these expenses.

Capital expenditures incurred by BROG, attributable to the properties from which
the Royalty was carved ("Underlying Properties"), for the first quarter of 1999
amounted to $2,273,201. BROG advised the Trust that capital projections for 1999
are estimated to be $9.5 million. Capital expenditures were $2,263,043 for the
first quarter of 1998.

BROG has informed the Trustee that during the first quarter of 1999, 3 gross
(.41 net) conventional wells were completed on the Underlying Properties. Two
gross (.08 net) coal seam wells were recavitated and 3 gross (.31 net)
conventional wells were in progress on March 31, 1999. Information from BROG
regarding well activity started in the first quarter of 1999 has not been
reported to the Trust. In the first quarter of 1998, 4 gross (1.73 net)
conventional wells were completed on the Underlying Properties. Two gross (1.75
net) conventional wells were recompleted and 9 gross (.37 net) coal seam wells
were recavitated through March 31, 1998. There were 5 gross (1.60 net)
conventional wells, 6 gross (2.02 net) conventional well recompletions, 1 gross
(.04 net) coal seam well, 5 gross (.22 net) coal seam recompletions and 9 gross
(.36 net) coal seam recavitations in progress on March 31, 1998. Unit holders
are referred to "Description of the Properties" in the Trust's Annual Report for
1998 for further information concerning BROG's coal seam well drilling program
in the San Juan Basin. This program includes properties in which the Trust owns
an interest.

Royalty income for the quarter ended March 31, 1999 is associated with actual
gas and oil production during November 1998 through January 1999 from the
Underlying Properties. Gas and oil sales for the quarters ended March 31, 1999
and 1998 were as follows:

<TABLE>
<CAPTION>
                                                               1999         1998
<S>                                                      <C>          <C>       
Gas:                                     
   Total sales (Mcf)                                        10,337,439   10,961,460
   Mcf per day                                                 112,363      119,146
   Average price (per Mcf)                                  $     1.54   $     2.08
                                         
Oil:                                     
   Total sales (Bbls)                                           18,446       20,472
   Bbls per day                                                    201          223
   Average price (per Bbl)                                  $     9.63   $    16.10
</TABLE>

Gas and oil sales attributable to the Royalty for the quarters ended March 31,
1999 and 1998 were as follows:

<TABLE>
<S>                                                         <C>          <C>       
Gas sales (Mcf)                                              5,043,882    6,168,933
Oil sales (Bbls)                                                 9,018       11,560
</TABLE>



                                      -9-
<PAGE>   10

Coal seam gas production decreased from 4,959,361 Mcf in the first quarter of
1998 to 4,243,023 Mcf in the first quarter of 1999 due to a decrease in volumes
from coal seam wells. The price paid for gas production decreased during the
first quarter of 1999 primarily due to lower index prices in the San Juan Basin.

The price received per barrel of oil in the first quarter of 1999 was lower than
that received in the first quarter of 1998 due to decreases in the posted
prices. Lease operating expenses and property taxes totaled $2,795,802 during
the first quarter of 1999 compared to $2,945,740 for the first quarter of 1998.

Since the gas and oil 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 do not provide a meaningful comparison to volumes
attributable to the Royalty.

Effective January 1, 1998, all volumes of Trust gas became subject to the terms
of a Natural Gas Sales and Purchase Contract between BROG and El Paso Energy
Marketing Company ("El Paso"). That contract is for a term of two years through
and including December 31, 1999, and provides for the sale of Trust gas at
prices which will fluctuate in accordance with published indices for gas sold in
the San Juan Basin of New Mexico. BROG entered into the contract with El Paso
after soliciting and receiving competitive bids in late 1997 from six major gas
marketing firms to market and/or purchase the Trust gas. The gas marketing
consultant currently advising the Trust is in communication with BROG concerning
BROG's plans for the marketing of gas subject to the Royalty following the
expiration of the contract with El Paso at the end of 1999. Unit holders are
referred to Note 6 of the Notes to Financial Statements in the Trust's 1998
annual Report for further information concerning the marketing of gas produced
from the Underlying Properties.

CALCULATION OF ROYALTY INCOME

Royalty income received by the Trust for the three months ended March 31, 1999
and 1998 was computed as shown in the following table:

<TABLE>
<CAPTION>
                                                                        1999          1998
<S>                                                                 <C>           <C>        
Gross proceeds of sales from the Underlying Properties:
   Gas proceeds                                                     $15,951,226   $22,793,991
   Oil proceeds                                                         177,560       329,680
                                                                    -----------   -----------

Total                                                                16,128,786    23,123,671
                                                                    -----------   -----------

Less production costs:
   Severance tax - Gas                                                1,648,328     2,324,745
   Severance tax - Oil                                                   17,848        39,302
   Lease operating expense and property tax                           2,795,802     2,945,740
   Capital expenditures                                               2,273,201     2,263,043
                                                                    -----------   -----------

Total                                                                 6,735,179     7,572,830
                                                                    -----------   -----------

Net profits                                                           9,393,607    15,550,841
Net overriding royalty interest                                              75%           75%
                                                                    -----------   -----------


Royalty income                                                      $ 7,045,206   $11,663,131
                                                                    ===========   ===========
</TABLE>



                                      -10-
<PAGE>   11

Subsequent Event

BROG informed the Trust that after a rupture of the Williams "Trunk S" pipeline
disrupted a significant flow of gas from BROG properties, BROG filed claims with
insurance carriers and subsequently received payment of its claims. Some of the
claims filed related to properties burdened by the Royalty. The amount of
insurance proceeds applicable to such properties was determined to be
$1,189,995.96, of which the Trust received 75% or $892,496.98. This amount was
included in the distributable amount of $.060846 per Unit announced April 20,
1999 and will be reflected in the Trust's report for the second quarter of 1999.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Trust has not entered into derivative financial instruments, derivative
commodity instruments or other similar instruments during the quarter ended
March 31, 1999. The Trust does not market the Trust gas, oil and/or natural gas
liquids. BROG is responsible for such marketing.



                                      -11-

<PAGE>   12



                                  PART II - OTHER INFORMATION


Item 1.         Legal Proceedings

                The Trust is not a party to any litigation. However, the Trust
                is aware that BROG is involved in litigation from time to time
                that could affect the royalty income received by the Trust.

                A lawsuit has been commenced against BROG by certain royalty and
                overriding royalty owners on behalf of those persons similarly
                situated. The suit involves properties that are burdened by the
                Trust. This case is one of six virtually identical class actions
                filed against New Mexico gas producers. All such cases have been
                consolidated in the First Judicial District of Santa Fe County,
                New Mexico where the case is styled San Juan 1990-A, L.P., et
                al. v. El Paso Production Company and Meridian Oil Inc. The
                plaintiffs allege that they and members of the proposed class
                have been underpaid for royalties and overriding royalties. The
                plaintiffs have sought to certify the actions as class actions
                and seek monetary damages. The court has denied class
                certification. Because of the pending nature of the litigation,
                exposure to the Trust from this suit cannot be quantified.
                However, if the plaintiffs who have interests in properties that
                are burdened by the Trust are successful, royalty income
                received by the Trust could decrease.

                In addition, the Trust is aware of an administrative claim
                brought 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 alleges that additional
                royalties are due on production from federal and Indian leases
                in the State of New Mexico on properties that are burdened by
                the Royalty. BROG filed its statement of reasons in June 1997
                thereby contesting whether the royalties are payable as claimed.
                If the MMS claim is successful, royalty income received by the
                Trust could decrease.

Items 2-5       Not Applicable

Item 6.         Exhibits and Reports on Form 8-K

                (a)  Exhibits

                     (4)(a)  San Juan Basin Royalty Trust Indenture dated
                             November 3, 1980, between Southland Royalty Company
                             and The Fort Worth National Bank (now Bank One,
                             Texas, N.A.), as Trustee, heretofore filed as
                             Exhibit (4)(a) to the Trust's Annual Report on Form
                             10-K to the Securities and Exchange Commission for
                             the fiscal year ended December 31, 1980 is
                             incorporated herein by reference.

                     (4)(b)  Net Overriding Royalty Conveyance from Southland
                             Royalty Company to The Fort Worth National bank
                             (now Bank One, Texas, N.A.), as Trustee, dated
                             November 3, 1980 (without Schedules), heretofore
                             filed as Exhibit (4)(b) to the Trust's Annual
                             Report on Form 10-K to the Securities and Exchange
                             Commission for the fiscal year ended December 31,
                             1980 is incorporated herein by reference.

                     (27)    Financial Data Schedule

                (b)        No reports on Form 8-K have been filed during the
                           quarter for which this report is filed.


                                      -12-
<PAGE>   13
                                   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.

                               BANK ONE, TEXAS, N.A. AS TRUSTEE FOR THE SAN
                               JUAN BASIN ROYALTY TRUST


                               By /s/ LEE ANN ANDERSON
                                 --------------------------------------------
                                   Lee Ann Anderson
                                   Vice President

Dated as of May 17, 1999


               (The Trust has no directors or executive officers.)

                                      -13-
<PAGE>   14

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                                  SEQUENTIALLY
               EXHIBIT                                                                              NUMBERED
               NUMBER                                EXHIBIT                                          PAGE
               ------                                -------                                      ------------
<S>                       <C>                                                             <C>
               (4)(a)      San Juan Basin Royalty Trust Indenture dated November
                           3, 1980, between Southland Royalty Company and The
                           Fort Worth National Bank (now Bank One, Texas, N.A.),
                           as Trustee, heretofore filed as Exhibit (4)(a) to the
                           Trust's Annual Report on Form 10 K to the Securities
                           and Exchange Commission for the fiscal year ended
                           December 31, 1980 is incorporated herein by
                           reference.*


               (4)(b)      Net Overriding Royalty Conveyance from Southland
                           Royalty Company to The Fort Worth National Bank (now
                           Bank One, Texas, N.A.), as Trustee, dated November 3,
                           1980 (without Schedules), heretofore filed as Exhibit
                           (4)(b) to the Trust's Annual Report on Form 10-K to
                           the Securities and Exchange Commission for the fiscal
                           year ended December 31, 1980 is incorporated herein
                           by reference.*

               (27)        Financial Data Schedule **
</TABLE>


*    A copy of this Exhibit is available to any Unit holder, at the actual cost
     of reproduction, upon written request to the Trustee, Bank One, Texas,
     N.A., P.O. Box 2604, Fort Worth, Texas 76113.

**   Filed herewith.



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS OF SAN
JUAN BASIN ROYALTY TRUST AS OF MARCH 31, 1999, AND THE RELATED CONDENSED
STATEMENTS OF DISTRIBUTABLE INCOME AND CHANGES IN TRUST CORPUS FOR THE
THREE-MONTH PERIOD ENDED MARCH 31, 1999.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                       2,112,428
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,112,428
<PP&E>                                     133,275,528
<DEPRECIATION>                              83,561,441
<TOTAL-ASSETS>                              51,826,515
<CURRENT-LIABILITIES>                        2,112,428
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  49,714,087
<TOTAL-LIABILITY-AND-EQUITY>                51,826,515
<SALES>                                              0
<TOTAL-REVENUES>                             7,058,832
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               266,949
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
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