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SEC FILE NUMBER
0-6910
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CUSIP NUMBER
872382106
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X]Form 10-K []Form 20-F []Form 11-K []Form 10-Q []Form N-SAR
For Period Ended: December 31, 1995
________________________________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
TEL OFFSHORE TRUST
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Former Name if Applicable
NOT APPLICABLE
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Address of Principal Executive Office (Street and Number)
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
712 MAIN STREET
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City, State and Zip Code HOUSTON, TEXAS 77002
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
[X] the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
The Registrant's Form 10-K for the fiscal year ended December 31, 1995
cannot be filed within the prescribed time period because the reserve
report to be furnished by the Registrant's independent petroleum engineers
is not yet available. Reference is made to the Statement of Independent
Petroleum Engineers attached as Exhibit 1 to this Form 12b-25, which
statement is incorporated by reference herein and made a part hereof for
all purposes. Based on such Statement, the Registrant believes that the
reserve report cannot be provided prior to the prescribed due date for the
Form 10-K without unreasonable effort or expense. The Registrant intends to
file the Form 10-K no later than April 14, 1996, which is the fifteenth
calendar day following the prescribed due date of March 30, 1996.
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Sarah W. Ray 713 220-3927
______________________________________________________________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
[X]Yes [ ]No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof? If so, attach an
explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
[ ]Yes [X] No
_______________________________________________________________________
TEL OFFSHORE TRUST
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 1996 By: //s// Michael J. Ulrich
_______________________ _______________________________
Michael J. Ulrich,
Senior Vice President & Trust Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25(17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act
of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on which
any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed
due to difficulties in electronic filing should comply with either
Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or Section
232.202 of this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this
chapter).
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<PAGE>
EXHIBIT 1
STATEMENT OF INDEPENDENT PETROLEUM ENGINEERS
DeGolyer and MacNaughton, independent petroleum engineers ("D&M"), has
been requested to prepare a reserve report (the "Reserve Report")
estimating, as of October 31, 1995, proved oil and gas reserves and future
net revenue attributable to the net profits interest of the TEL Offshore
Trust Partnership (of which the TEL Offshore Trust owns a 99% interest) in
certain offshore leases owned by Chevron USA Inc. ("Chevron"), Pennzoil
Petroleum Company and Texaco Exploration and Production Inc. ("Texaco").
Due to additional information recently provided by Chevron and Texaco, D&M
is currently in the process of revising its prior estimates. Such revisions
cannot be completed, without unreasonable effort or expense, before the
prescribed due date for the TEL Offshore Trust Form 10-K for the year ended
December 31, 1995. D&M will exercise their best endeavor to have their
Reserve Report finalized in sufficient time for the Trust to file its Form
10-K no later than April 14, 1996, which is the fifteenth calendar day
following the prescribed due date of March 30, 1996.
DeGOLYER and MacNAUGHTON
By: //s// James W. Hail, Jr., P.E.
______________________________
Name: James W. Hail, Jr., P.E.
Title: Senior Vice President
Date: 3/28/96
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