TEL OFFSHORE TRUST
8-K, 1996-10-28
OIL ROYALTY TRADERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 22, 1996


                               TEL OFFSHORE TRUST
               (Exact name of registrant as specified in charter)

         Texas                       0-6910                   76-6004064
 (State of other jurisdic-        (Commission              (IRS employer
 tion of incorporation)           file number)             identification no.)


         Texas Commerce Bank National Association
         Corporate Trust Division
         712 Main Street
         Houston, Texas                                          77002
(Address of principal executive offices)                      (Zip code)


       Registrant's telephone number, including area code: (713) 216-5712


          (Former name or former address, if changed since last report)


                                       -1-

<PAGE>



ITEM 5.  OTHER EVENTS

        The information  set forth in the press release of the registrant  dated
October  22,  1996,  which is filed as an exhibit  hereto,  is  incorporated  by
reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits.

        99.1    Press Release dated October 22, 1996



                                       -2-

<PAGE>




                                   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.



                                         TEL OFFSHORE TRUST
                                              By: Texas Commerce Bank National
                                                      Association,
                                                   Corporate Trustee


                                               By: /s/ Pete Foster
                                                   ----------------------------
                                                   Pete Foster
                                                   Senior Vice President and
                                                   Trust Officer

October 28, 1996



                                       -3-

<PAGE>



                                  EXHIBIT INDEX



         Exhibit No.                               Description
         -----------                               -----------
            99.1                      Press Release dated October 22, 1996




                                       -4-


                                                             Individual Trustees

                                                              George Allman, Jr.
                                                                  Richard Melton
                                                                 W. Leslie Duffy

TEL OFFSHORE TRUST
- --------------------------------------------------------------------------------
TEXAS COMMERCE BANK, CORPORATE TRUSTEE
P.O. Box 2558 / (713) 216-5712 / Houston, Texas  77252

FOR IMMEDIATE RELEASE

HOUSTON,  TEXAS,  October 22, 1996 -- TEL OFFSHORE  TRUST (NASDAQ  SYMBOL TELOZ)
announced today that the Trust has been advised by the Nasdaq Stock Market, Inc.
that the units of  beneficial  interest  in the Trust  (the  "Units")  have been
delisted from the Nasdaq SmallCap Market effective October 22, 1996.

As previously announced, the Trust had been advised by Nasdaq that the Trust was
not in compliance with the total asset requirement for continued Nasdaq SmallCap
Market  listing  and that the Units were  scheduled  to be  delisted.  The Trust
subsequently  requested a hearing before Nasdaq to attempt to obtain a waiver of
the total asset  requirement for the Trust.  The hearing was held on October 10,
1996. The Trust has now been advised by Nasdaq that no waiver of the total asset
requirement will be granted.

Nasdaq  Marketplace  rules  require a minimum of  $2,000,000 in total assets for
continued listing on the Nasdaq SmallCap Market. The Trust's unaudited financial
statements  included in its quarterly  report on Form 10-Q for the quarter ended
June 30, 1996 reflected less than  $2,000,000 in total assets of the Trust.  The
Trust has advised  Nasdaq  that  adjustments  for certain  accruals to reflect a
generally accepted accounting  principles basis of accounting,  reflects greater
than $2,000,000 in total Trust assets as of June 30, 1996.  However,  the Nasdaq
hearing  panel  determined  that the Trust would be unable to sustain  long term
compliance with Nasdaq continued listing standards, and it has therefore decided
to delete the Trust from The Nasdaq Stock Market.

The Trust has been  advised by Nasdaq  that the Trust  Units may now be eligible
for trading on the OTC Bulletin Board. Absent trading on the OTC Bulletin Board,
the  Trust  Units  may be  traded on pink  sheets.  Persons  desiring  to effect
purchases or sales of Trust Units may continue to contact their brokers for such
purposes.

                                       TEXAS COMMERCE BANK NATIONAL ASSOCIATION
                                                  AS CORPORATE TRUSTEE

CONTACT:  Debbie Miller



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